SIXTH AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.5

EXECUTION COPY

SIXTH AMENDMENT
TO CREDIT AGREEMENT

     THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of January 3, 2008, is by and among CALUMET LUBRICANTS CO., LIMITED PARTNERSHIP, an Indiana limited partnership (the “Company”), CALUMET SHREVEPORT, LLC, an Indiana limited liability company (“Calumet Shreveport”), CALUMET SHREVEPORT LUBRICANTS & WAXES, LLC, an Indiana limited liability company (“CSLW”), CALUMET SHREVEPORT FUELS, LLC, an Indiana limited liability company (“CSF”), CALUMET SPECIALTY PRODUCTS PARTNERS, L.P., a Delaware limited partnership (“CSPP”), CALUMET LP GP, LLC, a Delaware limited liability company (“CLPGP”), CALUMET OPERATING, LLC, a Delaware limited liability company (“Operating”), and CALUMET SALES COMPANY INCORPORATED, a Delaware corporation (“Calumet Sales” and together with the Company, Calumet Shreveport, CSLW, CSF, CSPP, CLPGP and Operating, collectively, the “Existing Borrowers” and each individually an “Existing Borrower”), each of the parties identified as a New Borrower on the signature pages hereto (the “New Borrowers” and together with the Existing Borrowers, the “Borrowers” and each individually a “Borrower”), the financial institutions identified on the signature pages hereto as the Existing Lenders (collectively, the “Existing Lenders”), the financial institutions identified on the signature pages hereto as New Lenders (collectively, the “New Lenders”, and together with the Existing Lenders, the “Lenders”) and BANK OF AMERICA, N.A., as agent for the Lenders (the “Agent”).

W I T N E S S E T H:

     WHEREAS, pursuant to that certain Credit Agreement dated as of December 9, 2005 among the Borrowers, the Existing Lenders and the Agent (as previously amended, the “Existing Credit Agreement”), the Existing Lenders have extended commitments to make certain credit facilities available to the Borrowers;

     WHEREAS, the Company has requested that the Existing Lenders agree to amend certain provisions of the Existing Credit Agreement;

     WHEREAS, the Agent and the Existing Lenders are willing to make such amendments upon the terms and conditions contained in this Amendment;

     WHEREAS, one of the requested amendments is an increase in the Revolver Commitment (the “Commitment Increase”);

     WHEREAS, the New Lenders have agreed to become parties to the Amended Credit Agreement and the other Loan Documents as a “Lender” and to provide a portion of the Commitment Increase;

     WHEREAS, the New Borrowers desire to become Borrowers under the Amended Credit Agreement and the other Loan Documents;

     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration of the agreements herein contained, the parties hereby agree as follows:

PART I
DEFINITIONS

     SUBPART 1.1. Certain Definitions. Unless otherwise defined herein or the context otherwise requires, the following terms used in this Amendment, including its preamble and recitals, have the following meanings:

     “Amended Credit Agreement” means the Existing Credit Agreement as amended hereby.

     “Amendment No. 6 Effective Date” is defined in Subpart 4.1.

     SUBPART 1.2. Other Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Amendment, including its preamble and recitals, have the meanings provided in the Amended Credit Agreement.

PART II
AMENDMENTS TO EXISTING CREDIT AGREEMENT

     Effective on (and subject to the occurrence of) the Amendment No. 6 Effective Date, the Existing Credit Agreement is hereby amended in accordance with this Part II. Except as so amended, the Existing Credit Agreement shall continue in full force and effect.

     SUBPART 2.1. Credit Agreement Replaced. The Existing Credit Agreement, including the Schedules and Exhibits thereto, is hereby amended and replaced in its entirety to read in its entirety in the form as attached hereto as Exhibit A.

PART III
ASSIGNMENTS AND ASSUMPTIONS

     SUBPART 3.1. Assignment and Assumption. The Existing Lenders hereby sell and assign, without recourse, to the New Lenders, and the New Lenders hereby purchase and assume, without recourse, from the Existing Lenders, effective as of the Amendment No. 6 Effective Date, such interests in the Existing Lenders’ rights and obligations under the Existing Credit Agreement and the other Loan Documents (including, without limitation, the Commitments of the Existing Lenders on the Amendment No. 6 Effective Date and the Loans owing to the Existing Lenders which are outstanding on the Amendment No. 6 Effective Date) as shall be necessary in order to give effect to the reallocations of the Revolver Commitments, effected by the amendment to Schedule 1.1 to the Existing Credit Agreement pursuant to Subpart 2.1 hereof, whereupon each of the New Lenders shall be a party to the Amended Credit Agreement and have all of the rights

and obligations of a Lender thereunder and under the other Loan Documents. Each Existing Lender hereby represents and warrants (a) that it is the lawful owner of the interests being assigned hereby, free and clear of any lien or other adverse claim and (b) that it is legally authorized to enter into this Amendment and this Amendment is the legal, valid and binding obligation of such Existing Lender, enforceable against it in accordance with its terms. The New Lenders shall make payment in exchange for such interests in the Existing Lenders’ rights and obligations under the Existing Credit Agreement and the other Loan Documents on the Amendment No. 6 Effective Date in the amounts and in accordance with the percentages set forth in Schedule 1.1, as amended hereby, and the instructions of the Agent. Each New Lender (a) represents and warrants that it is legally authorized to enter into this Amendment and this Amendment is the legal, valid and binding obligation of such New Lender, enforceable against it in accordance with its terms; (b) confirms that it has received a copy of the Existing Credit Agreement, this Amendment and all of the Exhibits and Schedules thereto, together with copies of the financial statements and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (c) agrees that it will, independently and without reliance upon the Existing Lenders, the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; and (d) agrees that it will be bound by the provisions of the Amended Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Lender. Each Existing Lender shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. The processing fee described in the Amended Credit Agreement shall not be required in connection with the foregoing assignments.

     SUBPART 3.2. Credit Party Agreement. Each of the Obligors agrees that, as of the Amendment No. 6 Effective Date, each New Lender shall (i) be a party to the Amended Credit Agreement and the other Loan Documents, (ii) be a “Lender” for all purposes of the Amended Credit Agreement and the other Loan Documents, and (iii) have the rights and obligations of a Lender under the Amended Credit Agreement and the other Loan Documents.

     SUBPART 3.3. Notices. The applicable address, facsimile number and electronic mail address of each New Lender for purposes of Section 14.4 of the Amended Credit Agreement are as set forth on the signature pages to this Amendment or to such other address, facsimile number and electronic mail address as shall be designated by any New Lender in a notice to the Agent.

PART IV
CONDITIONS TO EFFECTIVENESS

     SUBPART 4.1. Amendment No. 6 Effective Date. This Amendment shall become effective when all of the conditions set forth in this Part IV shall have been satisfied (the “Amendment No. 6 Effective Date”), and thereafter this Amendment shall be known, and may be referred to, as the “Sixth Amendment.”

     SUBPART 4.2. Execution of Counterparts of Amendment. The Agent shall have received counterparts (or other evidence of execution, including telephonic message, satisfactory to the Agent) of this Amendment, which collectively shall have been duly executed on behalf of each of the Borrowers, each of the Existing Lenders and each of the New Lenders.

     SUBPART 4.3 Loan Documents, Organization Documents, Etc. The Agent shall have received each of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Senior Officer of the signing Obligor or the General Partner, each dated as of the Amendment No. 6 Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment No. 6 Effective Date) and each in form and substance satisfactory to Agent and each of the Lenders:

     (a) a replacement Note executed by each Borrower in favor of each Lender requesting a Note;

     (b) copies of the Organization Documents of each Obligor certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, as applicable, and certified by a secretary or assistant secretary of such Obligor to be true and correct as of the Amendment No. 6 Effective Date;

     (c) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Senior Officers of each Obligor or the General Partner as Agent may require evidencing the identity, authority and capacity of each Senior Officer thereof authorized to act as a Senior Officer in connection with this Amendment and the other Loan Documents to which such Obligor is a party. Agent may rely on such certificates until otherwise notified by the applicable Obligor in writing; and

     (d) such documents and certifications as Agent may reasonably require to evidence that each Obligor is duly organized or formed, as applicable, and is validly existing, in good standing and qualified to engage in business in (A) the jurisdiction of its incorporation or organization, as applicable, and (B) each jurisdiction where its ownership, lease or operation of Properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

     SUBPART 4.4. Opinions of Counsel. Agent shall have received, in each case dated as of the Amendment No. 6 Effective Date and in form and substance reasonably satisfactory to Agent:

     (a) a legal opinion of Fulbright and Jaworski LLP, general counsel for Obligors;

     (b) a legal opinion of Barnes & Thornburg, special Indiana and Illinois counsel for the Obligors;

     (c) a legal opinion of Cook, Yancey, King & Galloway, special Louisiana counsel for the Obligors; and

     (d) a legal opinion of Buchanan Ingersol & Rooney PC, special Pennsylvania counsel for the Obligors.

     SUBPART 4.5. Financial Statements. Agent shall have received:

     (a) the Audited Company Financial Statements and the Audited PENRECO Financial Statements; and

     (b) (A) unaudited consolidated financial statements of the Consolidated Parties for the nine month period ended September 30, 2007, including balance sheets and statements of income or operations, partners’ capital and cash flows and (B) balance sheets and statements of income or operations of PENRECO and its Subsidiaries for the fiscal quarter ended September 30, 2007;

     (c) a pro forma consolidated income statement and balance sheet of the Consolidated Parties as of September 30, 2007, giving effect to all elements of the PENRECO Transaction to be effected on or before the Amendment No. 6 Effective Date, in the form as filed on Form 8-K with the Securities and Exchange Commission, such filing prior to the date hereof being deemed to satisfy the foregoing condition; and

     (d) pro forma forecasts prepared by management of the Borrower, giving effect to all elements of the PENRECO Transaction to be effected on or before the Amendment No. 6 Effective Date, of consolidated balance sheets and statements of income or operations and cash flows of the Companies (A) on a quarterly basis for fiscal year 2008 and (B) on an annual basis for fiscal years 2009 through 2012.

     SUBPART 4.6. Personal Property Collateral. Agent shall have received:

     (a) UCC financing statements for each appropriate jurisdiction as is necessary, in Agent’s sole discretion, to perfect Agent’s security interest in the Collateral;

     (b) evidence that all certificates evidencing any certificated Equity Interests pledged to Agent pursuant to the Security Agreement, together with duly executed in blank, undated stock powers attached thereto (unless, with respect to the pledged Equity Interests of any Foreign Subsidiary, such stock powers are deemed unnecessary by Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person) have been delivered to the Control Agent;

     (c) duly executed notices for filing with the United States Patent and Trademark Office or United States Copyright Office, as applicable, of the grant of security interest in patents, trademarks and/or copyrights, each in the form required by the Security Agreement as are necessary, in Agent’s reasonable discretion, to perfect Agent’s security interest in the Collateral; and

     (d) evidence that all instruments and chattel paper in the possession of any of Obligors, together with allonges or assignments as may be necessary or appropriate to perfect Agent’s security interest in the Collateral, have been delivered to the Control Agent.

     SUBPART 4.7. Real Property Collateral. Agent shall have received, in form and substance reasonably satisfactory to Agent:

     (i) fully executed and notarized Mortgage Instruments (or appropriate amendments to any existing Mortgage Instruments) encumbering the fee interest and/or leasehold interest of any Obligor in each of the Refinery Properties, the Terminal Property and each of the other Real Properties designated on Schedule 9.1.19(a) as a “Mortgaged Property” (each a “Mortgaged Property” and collectively the “Mortgaged Properties”);

     (ii) ALTA mortgagee title insurance policies (or appropriate endorsements to any such existing title insurance policies) issued by Stewart Title Guaranty Company (or such other title company as shall be acceptable to the Administrative Agent in its sole discretion) (the “Mortgage Policies”) with respect to each of the Mortgaged Properties (other than the leased Real Estate referred to in items 7, 8 and 10 of Schedule 9.1.19(a) of the Credit Agreement and the Mortgaged Property located in Karns City, Pennsylvania (which shall be delivered as provided in Section 10.1.18 of the Amended Credit Agreement)), assuring the Administrative Agent that each of the Mortgage Instruments creates (or continues to be) a valid and enforceable first priority mortgage lien on the applicable Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which Mortgage Policies (or endorsements) shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent and shall include such endorsements as are reasonably requested by the Administrative Agent;

     (iii) evidence as to (A) whether any Mortgaged Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a “Flood Hazard Property”) and (B) if any such Mortgaged Property is a Flood Hazard Property, (1) whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (2) the applicable

Obligor’s written acknowledgment of receipt of written notification from Agent (a) as to the fact that such Mortgaged Property is a Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of insurance policies or certificates of insurance of the Consolidated Parties evidencing flood insurance satisfactory to Agent and naming Agent as sole loss payee on behalf of the Lenders.

     SUBPART 4.8. Evidence of Insurance. Agent shall have received copies of insurance policies or certificates of insurance of Obligors evidencing liability and casualty insurance meeting the requirements set forth in the Loan Documents, including naming Agent or Control Agent as additional insured (in the case of liability insurance) or lender’s loss payee (in the case of hazard insurance) on behalf of Agent, for the benefit of the Lenders.

     SUBPART 4.9. Officer’s Certificates. Agent shall have received a certificate or certificates executed by a Senior Officer of each Borrower or the General Partner as of the Amendment No. 6 Effective Date, in form and substance satisfactory to Agent, stating that (A) the conditions specified in this Part 4 have been satisfied, (B) each Obligor is in compliance with all existing financial obligations, (C) all governmental, shareholder and third party consents and approvals, if any, with respect to the Loan Documents and the transactions contemplated thereby have been obtained (and attaching copies thereof), (D) no action, suit, investigation or proceeding is pending or threatened in any court or before any arbitrator or governmental instrumentality that purports to affect any Obligor or any transaction contemplated by the Loan Documents, if such action, suit, investigation or proceeding could reasonably be expected to have a Material Adverse Effect and (E) no change in the business, operations or financial condition of PENRECO has occurred since December 31, 2006 that, individually or taken as a whole, has resulted in a Substantial Adverse Effect.

     SUBPART 4.10. Solvency. Agent shall have received a certificate executed by a Senior Officer of each Borrower or the General Partner as of the Amendment No. 6 Effective Date, after giving effect to the Transaction, in form and substance satisfactory to Agent, certifying that each of the Obligors is Solvent.

     SUBPART 4.11. Fees. Any fees required to be paid by the Borrowers to Agent, the Arranger or any of the Lenders pursuant to the Sixth Amendment Fee Letter or otherwise on or before the Amendment No. 6 Effective Date shall have been paid.

     SUBPART 4.12. Attorney Costs. The Borrowers shall have paid all reasonable fees, charges and disbursements of counsel of Agent to the extent invoiced prior to or on the Amendment No. 6 Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and Agent).

     SUBPART 4.13. Existing Indebtedness. Agent shall have received evidence, in form and substance satisfactory to Agent, that the Existing PP&E Credit Agreement has been or concurrently with the Amendment No. 6 Effective Date is being terminated and all Liens

securing obligations under the Existing PP&E Credit Agreement have been or concurrently with the Amendment No. 6 Effective Date are being released.

     SUBPART 4.14. PP&E Credit Agreement. (i) All conditions precedent to the closing and initial extensions of credit under the PP&E Credit Agreement shall have been, or concurrently with the Amendment No. 6 Effective Date shall be, satisfied, (ii) the PP&E Credit Agreement shall make available to the PP&E Borrowers not less than $435 million of term loan and letter of credit facilities, and (iii) Agent shall be satisfied that the initial extensions of credit under the PP&E Credit Agreement shall have occurred, or will occur concurrently with the closing of this Amendment. Agent shall have received a copy, certified by the chief financial officer of the Company as true and complete, of the PP&E Credit Agreement as originally executed and delivered, together with all exhibits and schedules thereto.

     SUBPART 4.15. [Reserved].

     SUBPART 4.16. Priority of Liens. Agent shall have received satisfactory evidence that (A) Agent, on behalf of the Lenders, holds (1) a perfected Lien on all Collateral and (2) a first priority, perfected lien on all Priority Collateral (in each case subject to clause (B) below) and (B) none of the Collateral is subject to any other Liens other than Permitted Liens and Liens on Indebtedness to be repaid on the Amendment No. 6 Effective Date and to be released on or promptly after the Amendment No. 6 Effective Date.

     SUBPART 4.17. Accuracy of Representations and Warranties. The representations and warranties of the Company and each other Obligor contained in Section 9 of the Amended Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the Amendment No. 6 Effective Date after giving effect to the PENRECO Acquisition.

     SUBPART 4.18. No Default. No Default shall exist and be continuing as of the Amendment No. 6 Effective Date either prior to or after giving effect to this Amendment.

     SUBAPRT 4.19. Due Diligence. The Agent shall have completed, to its satisfaction in all respects, business, legal, tax, financial, accounting and environmental due diligence investigation of the PENRECO Acquisition and all agreements related thereto. No material adverse change in the financial condition of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since December 31, 2006.

     SUBPART 4.20. Borrowing Base Certificate; Opening Availability. Agent and each Lender shall have received a Borrowing Base Certificate prepared as of November 30, 2007. Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, the payment by Borrowers of all reasonable fees and expenses incurred in connection herewith, and the transactions contemplated herein to take place on the Amendment No. 6 Effective Date, Availability shall be at least $50,000,000.

     SUBPART 4.21. Consummation of PENRECO Acquisition. (i) The PENRECO Acquisition shall have been consummated in accordance with the terms of the PENRECO Acquisition Agreement and Applicable Law, and all material conditions precedent to the obligations of the Parent thereunder shall have been satisfied, and (ii) all governmental,

shareholder and material third party consents and approvals necessary in connection with the PENRECO Acquisition shall have been obtained and shall be in force and effect. The PENRECO Acquisition Agreement shall not have been altered, amended or otherwise changed or supplemented in any material respect or any material condition therein waived, without the prior written consent of the Administrative Agent, except for such amendments or waivers as are not materially adverse to the Lenders. The Administrative Agent shall have received a copy, certified by a Responsible Officer of the Borrower as true and complete, of the PENRECO Acquisition Agreement as originally executed and delivered, together with all exhibits, schedules and amendments thereto.

     SUBPART 4.22. Assignment Agreement(s). Agent shall have received an Assignment and Acceptance agreement executed by Wells Fargo Foothill, LLC and Bank of America, N.A. dated as of the Amendment No. 6 Effective Date.

     SUBPART 4.23. Intercreditor Agreement. Agent shall have received a copy of the Intercreditor Agreement, properly executed by each of the parties thereto, in form and substance satisfactory to Agent and each of the Lenders.

     SUBPART 4.24. Field Examination and Appraisal. Agent shall have received a satisfactory field exam with respect to the assets of the Consolidated Parties (including PENRECO) and an appraisal of the inventory of the Consolidated Parties (excluding PENRECO, it being agreed that the appraisal of PENRECO’s assets will be completed in January, 2008 and until such time as the appraisal is complete, PENRECO’s inventory will not constitute Eligible Inventory).

     SUBPART 4.25. Deemed Approval. Each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Agent shall have received notice from such Lender prior to the proposed Amendment No. 6 Effective Date specifying its objection thereto.

     SUBPART 4.26. Limited Waiver of Conditions Precedent. If Agent, Issuing Bank or Lenders fund any Loans, arrange for issuance of any Letters of Credit or grant any other accommodation when any conditions precedent are not satisfied (regardless of whether the lack of satisfaction was known or unknown at the time), it shall not operate as a waiver of (a) the right of Agent, Issuing Bank and Lenders to insist upon satisfaction of all conditions precedent with respect to any subsequent funding, issuance or grant; nor (b) any Default or Event of Default due to such failure of conditions or otherwise.

PART V
JOINDER PROVISIONS

     SUBPART 5.1. Understandings Regarding Section 10.1.13. Notwithstanding the provisions of Section 10.1.13 of the Amended Credit Agreement requiring the execution and delivery to the Agent of a joinder agreement, each of the parties hereto agrees that the terms of

this Part V shall be effective to cause each New Borrower to become a Borrower under the Credit Agreement, and an Obligor under the Security Agreement.

     SUBPART 5.2. Borrower under Loan Documents. Each New Borrower hereby acknowledges, agrees and confirms that, by its execution of this Amendment, the New Borrower will be deemed to be a party to the Credit Agreement and a “Borrower” for all purposes of the Credit Agreement and the other Loan Documents, and shall have all of the obligations of a Borrower thereunder as if it has executed the Credit Agreement and the other Loan Documents. Each New Borrower hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Credit Agreement and in the other Loan Documents, including without limitation (i) all of the representations and warranties of the Borrowers set forth in Section 9 of the Credit Agreement, as supplemented from time to time in accordance with the terms thereof, and (ii) all of the affirmative and negative covenants set forth in Sections 10.1 and 10.2 of the Credit Agreement.

     SUBPART 5.3. Obligor under Security Agreement. Each New Borrower hereby acknowledges, agrees and confirms that, by its execution of this Amendment, the New Borrower will be deemed to be a party to the Security Agreement, and shall have all the obligations of an “Obligor” (as such term is defined in the Security Agreement) thereunder as if it had executed the Security Agreement. Each New Borrower hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Security Agreement. Without limiting the generality of the foregoing terms of this Section 5.3, each New Borrower hereby grants to the Agent, for the benefit of the holders of the Secured Obligations (as defined in the Security Agreement), a continuing security interest in, and a right of set off against any and all right, title and interest of the New Borrower in and to the Collateral (as such term is defined in Section 2 of the Security Agreement) of the New Borrower.

     SUBPART 5.4. Receipt of Documents. Each New Borrower acknowledges and confirms that it has received a copy of the Credit Agreement and the schedules and exhibits thereto and the Security Agreement and the schedules and exhibits thereto.

     SUBPART 5.5. Obligations. Each Existing Borrower confirms that all of its and the other Obligors’ obligations under the Loan Documents are, and upon each New Borrower becoming a Borrower shall continue to be, in full force and effect. Each Borrower further confirms that immediately upon each New Borrower becoming a Borrower the term “Obligations”, as used in the Credit Agreement and the other Loan Documents, shall include all obligations of each New Borrower under the Credit Agreement and under each other Loan Document.

     SUBPART 5.6. Further Assurances. Each of the Existing Borrowers and the New Borrowers agrees that at any time and from time to time, upon the written request of the Agent, it will execute and deliver such further documents and do such further acts and things as the Agent may reasonably request in order to effect the purposes of this Agreement.

PART VI
MISCELLANEOUS

     SUBPART 6.1 Cross-References. References in this Amendment to any Part or Subpart are, unless otherwise specified, to such Part or Subpart of this Amendment.

     SUBPART 6.2. Instrument Pursuant to Amended Credit Agreement. This Amendment is an Other Agreement executed pursuant to the Amended Credit Agreement and shall (unless otherwise expressly indicated therein) be construed, administered and applied in accordance with the terms and provisions of the Amended Credit Agreement.

     SUBPART 6.3. References in Other Agreements. At such time as this Amendment shall become effective pursuant to the terms of Subpart 4.1, all references in the Other Agreements to the “Credit Agreement” shall be deemed to refer to the Existing Credit Agreement as amended by this Amendment.

     SUBPART 6.4. Representations and Warranties of the Borrowers. Each Borrower hereby represents and warrants that (a) it has the requisite power and authority to execute, deliver and perform this Amendment, (b) it is duly authorized to, and has been authorized by all necessary action, to execute, deliver and perform this Amendment, (c) the representations and warranties contained in Section 9 of the Existing Credit Agreement (as amended by this Amendment) are true and correct in all material respects on and as of the date hereof as though made on and as of such date and after giving effect to the amendments contained herein (except for those which expressly relate to an earlier date) and (d) no Default or Event of Default exists under the Existing Credit Agreement on and as of the date hereof after giving effect to the amendments contained herein.

     SUBPART 6.5. Counterparts. This Amendment may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement. Delivery of executed counterparts of this Amendment by telecopy shall be effective as an original and shall constitute a representation that an original will be delivered.

     SUBPART 6.6. Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.

     SUBPART 6.7. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

     SUBPART 6.8. Costs and Expenses. The Borrowers agree to pay all reasonable out of pocket costs and expenses of the Agent in connection with the preparation, execution and delivery of this Amendment, including without limitation the reasonable fees and expenses of Moore & Van Allen, PLLC.

     SUBPART 6.9. No Other Modification. Except to the extent specifically provided to the contrary in this Amendment, all terms and conditions of the Existing Credit Agreement and the Other Agreements shall remain in full force and effect, without modification or limitation.

     SUBPART 6.10. Intercreditor Agreement. Each of the Lenders hereby acknowledges that it has received and reviewed the Intercreditor Agreement (as defined in the Amended Credit Agreement) and agrees to be bound by the terms thereof. Each Lender hereby (i) acknowledges that Bank of America is acting under the Intercreditor Agreement in multiple capacities as Agent, the PP&E Agent and the Control Agent and (ii) waives any conflict of interest, now contemplated or arising hereafter, in connection therewith and agrees not to assert against Bank of America any claims, causes of action, damages or liabilities of whatever kind or nature relating thereto. Each Lender hereby authorizes and directs Bank of America to enter into the Intercreditor Agreement on behalf of such Lender and agrees that Bank of America, in its various capacities thereunder, may take such actions on its behalf as is contemplated by the terms of the Intercreditor Agreement.

     SUBPART 6.11. Release. Each Borrower and each other Obligor hereby releases, discharges and extinguishes any and all claims that each Borrower, and each other Obligor, may have against the Agent in its representative capacity, or against the Lenders, arising as a result of any breach of duty, or any breach of the Existing Agreement, by the Agent or the Lenders in connection with the performance of their respective obligations under the Existing Credit Agreement, provided however that the foregoing shall not release, discharge or extinguish any right, claim or cause of action that each Borrower and each Obligor may have in connection with (i) deposits (time, demand or other deposits) that are held by the Agent or any of the Lenders, (ii) checks in process, (iii) rights to refunds for fee or other overcharges prior to the date hereof, (iv) claims not known prior to the date hereof, (v) claims in connection with services rendered pursuant to cash management, hedging, investment advice or any other services of the Agent or any of the Lenders set forth in agreements other than the Existing Credit Agreement, and (vi) claims for willful misconduct occurring after the date of this Amendment.

     SUBPART 6.12. No Novation. Notwithstanding the fact that the Existing Credit Agreement is amended and replaced in its entirety pursuant Subpart 2.1, this Agreement merely amends and replaces the Existing Credit Agreement and is not intended to be or operate as a novation or an accord and satisfaction of the Existing Credit Agreement or the obligations evidenced thereby or provided for thereunder.

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     Each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written.

EXISTING BORROWERS:

CALUMET LUBRICANTS CO., LIMITED PARTNERSHIP

By:

Calumet LP GP, LLC, its general partner

By:

Calumet Operating, LLC, its sole member

By:

Calumet Specialty Products Partners, L.P., its sole member

By:

Calumet GP, LLC, its general partner

By:

/s/ R. Patrick Murray II

Name:

R. Patrick Murray II

Title:

Vice-President and Chief Financial Officer

CALUMET SHREVEPORT, LLC

By:

/s/ R. Patrick Murray II

Name:

R. Patrick Murray II

Title:

Vice-President and Chief Financial Officer

CALUMET SHREVEPORT LUBRICANTS & WAXES, LLC

By:

/s/ R. Patrick Murray II

Name:

R. Patrick Murray II

Title:

Vice-President and Chief Financial Officer

CALUMET SHREVEPORT FUELS, LLC

By:

/s/ R. Patrick Murray II

Name:

R. Patrick Murray II

Title:

Vice-President and Chief Financial Officer

CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.

By:

Calumet GP, LLC, its general partner

By:

/s/ R. Patrick Murray II

Name:

R. Patrick Murray II

Title:

Vice-President and Chief Financial Officer

CALUMET LP GP, LLC

By:

Calumet Operating, LLC, its sole member

By:

Calumet Specialty Products Partners, L.P., its sole member

By:

Calumet GP, LLC, its general partner

By:

/s/ R. Patrick Murray II

Name:

R. Patrick Murray II

Title:

Vice-President and Chief Financial Officer

CALUMET OPERATING, LLC

By:

Calumet Specialty Products Partners, L.P., its sole member

By:

Calumet GP, LLC, its general partner

By:

/s/ R. Patrick Murray II

Name:

R. Patrick Murray II

Title:

Vice-President and Chief Financial Officer

CALUMET SALES COMPANY INCORPORATED

By:

/s/ R. Patrick Murray II

Name:

R. Patrick Murray II

Title:

Vice-President and Chief Financial Officer

NEW BORROWERS:

CALUMET PENRECO, LLC

By: Calumet Lubricants Co., Limited Partnership, its sole member

By:

Calumet LP GP, LLC, its general partner

By:

Calumet Operating, LLC, its sole member

By:

Calumet Specialty Products Partners, L.P., its sole member

By:

Calumet GP, LLC, its general partner

By:

/s/ R. Patrick Murray II

Name:

R. Patrick Murray II

Title:

Vice-President and Chief Financial Officer

AGENT AND EXISTING LENDERS:		BANK OF AMERICA, N.A., as Agent and a Lender
		By:		/s/ Hance VanBeber
		Name:		Hance VanBeber
		Title:		Sr. Vice-President

		JPMORGAN CHASE BANK, N.A., as Co-Syndication Agent and a Lender
		By:		/s/ Santiago Giraldo
		Name:		Santiago Giraldo
		Title:		Vice-President

		WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender
		By:		/s/ Joe Curdy
		Name:		Joe Curdy
		Title:		Director

		NATIONAL CITY BUSINESS CREDIT, INC., as a Lender
		By:		/s/ Jason Hanes
		Name:		Jason Hanes
		Title:		Vice-President

		SIEMENS FINANCIAL SERVICES, INC., as a Lender
		By:		/s/ Mark Picillo
		Name:		Mark Picillo
		Title:		Vice-President

NEW LENDERS:		NORTH FORK BUSINESS CAPITAL CORPORATION
		By:		/s/ Todd Kemme
		Name:		Todd Kemme
		Title:		Vice-President
		Address:
				5430 LBJ Freeway, Suite 1540
				Dallas, Texas 75240
				Attn: Todd Kemme
				Telecopy: 972 ###-###-####

		REGIONS BANK
		By:		/s/ Michael Fogarty
		Name:		Michael Fogarty
		Title:		Senior Vice-President
		Address:
		5001 Spring Valley Rd.
		Suite 153-W
		Dallas, Texas 75244
		Attn: Michael Fogarty
		Telecopy: (972) 383-7505

		FIFTH THIRD BANK
		By:		/s/ Peter T. Hale
		Name:		Peter T. Hale
		Title:		Officer
		Address:
		251 N. Illinois St., Suite 1200
		Indianapolis, IN 46204
		Attn: David O’Neal
		Telecopy: (317)  ###-###-####

		PNC BANK, NATIONAL ASSOCIATION
		By:		/s/ William L. Prindle Jr.
		Name:		William L. Prindle Jr.
		Title:		Vice-President
		Address:
				4720 Piedmont Row. Dr.
				Suite 300
				Charlotte, NC 28210
				Attn: Alex Council
				Telecopy: (704)  ###-###-####

		LLOYDS TSB COMMERCIAL FINANCE LIMITED
		By:		/s/ Jeremy Harrison
		Name:		Jeremy Harrison
		Title:		ABL Director
		Address:
				1251 Avenue of the Americas
				39th Floor
				New York, New York 10020
				Attn: Jeremy Harrison
				Telecopy: (212)  ###-###-####

EXHIBIT A
to Sixth Amendment to Credit Agreement

CALUMET LUBRICANTS CO., LIMITED PARTNERSHIP,

CALUMET SHREVEPORT, LLC,

CALUMET SHREVEPORT LUBRICANTS & WAXES, LLC,

CALUMET SHREVEPORT FUELS, LLC,

CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.,

CALUMET LP GP, LLC,

CALUMET OPERATING, LLC,

CALUMET SALES COMPANY INCORPORATED, and

CALUMET PENRECO, LLC,
as Borrowers

CREDIT AGREEMENT

Dated as of December 9, 2005

$375,000,000

CERTAIN FINANCIAL INSTITUTIONS,
as Lenders,

BANK OF AMERICA, N.A.,
as Agent,

JPMORGAN CHASE BANK, N.A.,
as Syndication Agent,

and

WACHOVIA BANK, NATIONAL ASSOCIATION,
as Documentation Agent

BANC OF AMERICA SECURITIES LLC,
as Sole Lead Arranger and Sole Book Manager

TABLE OF CONTENTS

		Page
SECTION 1 DEFINITIONS; RULES OF CONSTRUCTION			1
1.1 Definitions			1
1.2 Accounting Terms			43
1.2.1 Generally			43
1.2.2 Changes in GAAP			43
1.2.3 Effect of Dispositions and Acquisitions			44
1.2.4 Consolidation of Variable Interest Entities			44
1.3 Certain Matters of Construction			44
SECTION 2 CREDIT FACILITIES			45
2.1 Revolver Commitment			45
2.1.1 Revolver Loans			45
2.1.2 Revolver Notes			46
2.1.3 Use of Proceeds			46
2 .1.4 Voluntary Reduction or Termination of Revolver Commitments			46
2 .1.5 Overadvances			47
2.1.6 Protective Advances			47
2.2 Incremental Availability			47
2.3 Letter of Credit Facility			48
2.3.1 Issuance of Letters of Credit			48
2.3.2 Reimbursement; Participations			50
2.3.3 Cash Collateral			51
SECTION 3 INTEREST, FEES AND CHARGES			51
3.1 Interest			51
3.1.1 Rates and Payment of Interest			51
3.1.2 Application of Adjusted LIBOR to Outstanding Loans			52
3.1.3 Interest Periods			52
3.1.4 Interest Rate Not Ascertainable			53
3.2 Fees			53
3.2.1 Upfront Fee			53
3.2.2 Unused Line Fee			53
3.2.3 LC Facility Fees			53
3.2.4 Other Fees			54
3.3 Computation of Interest, Fees, Yield Protection			54
3.4 Reimbursement Obligations			54
3.5 Illegality			55
3.6 Increased Costs			55
3.6.1 Increased Costs Generally			55
3.6.2 Capital Requirements			56
3.6.3 Certificates for Reimbursement			56
3.6.4 Delay in Requests			56
3.6.5 Reserves on LIBOR Loans			56
3.7 Capital Adequacy			57
3.8 Mitigation			57
3.8.1 Designation of a Different Lending Office			57

		Page
3.8.2 Replacement of Lenders			57
3.9 Funding Losses			57
3.10 Maximum Interest			58
SECTION 4 LOAN ADMINISTRATION			58
4.1 Manner of Borrowing and Funding Revolver Loans			58
4.1.1 Notice of Borrowing			58
4.1.2 Fundings by Lenders			59
4.1.3 Swingline Loans; Settlement			59
4.1.4 Telephonic Notices			60
4.1.5 Electronic Notices			60
4.2 Defaulting Lender			61
4.3 Number and Amount of LIBOR Loans; Determination of Rate			61
4.4 Borrower Agent			61
4.4.1			61
4.4.2			61
4.4.3			61
4.5 One Obligation			62
4.6 Effect of Termination			62
SECTION 5 PAYMENTS			62
5.1 General Payment Provisions			62
5.2 Repayment of Revolver Loans			62
5.3 Reserved			63
5.4 Payment of Other Obligations			63
5.5 Marshaling; Payments Set Aside			63
5.6 Post-Default Allocation of Payments			63
5.6.1 Allocation			63
5.6.2 Erroneous Application			64
5.7 Application of Payments			64
5.8 Loan Account; Account Stated			65
5.8.1 Loan Account			65
5.8.2 Entries Binding			65
5.9 Taxes			65
5.10 [Reserved]			67
5.11 Nature and Extent of Each Borrower’s Liability			67
5.11.1 Joint and Several Liability			67
5.11.2 Waivers			68
5.11.3 Extent of Liability; Contribution			69
5.11.4 Joint Enterprise			69
5.11.5 Subordination			70
SECTION 6 CONDITIONS PRECEDENT			70
6.1 Conditions Precedent to Initial Loans			70
6.2 Conditions Precedent to All Credit Extensions			70
6.3 Limited Waiver of Conditions Precedent			71
SECTION 7 RESERVED			71
SECTION 8 COLLATERAL ADMINISTRATION			71
8.1 Borrowing Base Certificates			71

		Page
8.2 Administration of Accounts			71
8.2.1 Records and Schedules of Accounts			71
8.2.2 Taxes			72
8.2.3 Account Verification			72
8.2.4 Maintenance of Dominion Account			72
8.2.5 Proceeds of Collateral			72
8.2.6 Bank Products			72
8.3 Administration of Inventory			73
8.3.1 Records and Reports of Inventory			73
8.3.2 Returns of Inventory			73
8.3.3 Acquisition, Sale and Maintenance			73
8.4 Administration of Equipment			73
8.4.1 Records and Schedules of Equipment			73
8.4.2 Condition of Equipment			74
8.5 Administration of Deposit Accounts			74
8.6 General Provisions			74
8.6.1 Location of Collateral			74
8.6.2 Insurance of Collateral; Condemnation Proceeds			74
8.6.3 Protection of Collateral			75
8.6.4 Defense of Title to Collateral			75
8.7 Power of Attorney			75
SECTION 9 REPRESENTATIONS AND WARRANTIES			76
9.1 General Representations and Warranties			76
9.1.1 Existence, Qualification and Power; Compliance with Applicable Laws			76
9.1.2 Authorization; No Contravention			76
9.1.3 Governmental Authorization and Approvals; Other Consents			77
9.1.4 Binding Effect			77
9.1.5 Financial Statements; No Material Adverse Effect			77
9.1.6 Litigation			79
9.1.7 No Default			79
9.1.8 Ownership of Property; Liens			79
9.1.9 Environmental Compliance			79
9.1.10 Insurance			80
9.1.11 Taxes			80
9.1.12 ERISA Compliance			81
9.1.13 Capital Structure/Subsidiaries			82
9.1.14 Margin Regulations; Investment Company Act			82
9.1.15 Disclosure			83
9.1.16 Compliance with Laws			83
9.1.17 Intellectual Property			83
9.1.18 Solvency			83
9.1.19 Business Locations			84
9.1.20 Brokers’ Fees			84
9.1.21 Labor Matters			84
9.1.22 Nature of Business			84
9.1.23 Representations and Warranties from Other Loan Documents			84

		Page
9.1.24 Security Documents			84
9.1.25 Real Properties			85
9.1.26 Surety Obligations			85
9.1.27 Trade Relations			85
9.1.28 Accounts			85
9.1.29 [Reserved]			86
9.1.30 [Reserved]			86
9.1.31 No Conflict with MLP Partnership Agreement			86
9.1.31 Representations and Warranties in PENRECO Purchase Agreement			86
9.2 Complete Disclosure			86
SECTION 10 COVENANTS AND CONTINUING AGREEMENTS			86
10.1 Affirmative Covenants			86
10.1.1 Financial Statements			87
10.1.2 Certificates; Other Information			88
10.1.3 Notices and Information			90
10.1.4 Payment of Obligations			92
10.1.5 Preservation of Existence, Licenses, Etc.			92
10.1.6 Maintenance of Properties			92
10.1.7 Maintenance of Insurance			93
10.1.8 Compliance with Laws and Material Contractual Obligations			93
10.1.9 Books and Records			93
10.1.10 Inspection Rights			93
10.1.11 Use of Proceeds			94
10.1.12 Reserved			94
10.1.13 Additional Borrowers or Guarantors			94
10.1.14 Pledged Assets			95
10.1.15 Landlord and Storage Agreements			96
10.1.16 Clean Down of Distribution Revolver Loans			96
10.2 Negative Covenants			96
10.2.1 Liens			96
10.2.2 Investments			99
10.2.3 Indebtedness			102
10.2.4 Fundamental Changes			105
10.2.5 Dispositions			105
10.2.6 Restricted Payments			106
10.2.7 Change in Nature of Business; Name, Etc.			108
10.2.8 Transactions with Affiliates and Insiders			108
10.2.9 Burdensome Agreements			109
10.2.10 Use of Proceeds			109
10.2.11 Consolidated Capital Expenditures			110
10.2.12 Prepayment of Other Indebtedness, Amendment of Documents, Etc.			110
10.2.13 Organization Documents; Fiscal Year; Accounting Practices			111
10.2.14 Ownership of Subsidiaries			111
10.2.15 Tax Consolidation			112
10.2.16 Payables Practices			112
10.2.17 Amendment of Related Documents			112

		Page
10.3 Financial Covenants			112
10.3.1 Fixed Charge Coverage Ratio			112
10.3.2 Consolidated Leverage Ratio			112
Section 11 EVENTS OF DEFAULT; REMEDIES ON DEFAULT			113
11.1 Events of Default			113
11.2 Remedies upon Default			116
11.3 License			116
11.4 Setoff			117
11.5 Remedies Cumulative; No Waiver			117
11.5.1 Cumulative Rights			117
11.5.2 Waivers			117
SECTION 12 AGENT			118
12.1 Appointment, Authority and Duties of Agent			118
12.1.1 Appointment and Authority			118
12.1.2 Duties			118
12.1.3 Agent Professionals			119
12.1.4 Instructions of Required Lenders			119
12.2 Agreements Regarding Collateral and Field Examination Reports			119
12.2.1 Lien Releases; Care of Collateral			119
12.2.2 Possession of Collateral			119
12.2.3 Reports			120
12.3 Reliance By Agent			120
12.4 Action Upon Default			120
12.5 Ratable Sharing			120
12.6 Indemnification of Agent Indemnitees			121
12.6.1 Indemnification			121
12.6.2 Proceedings			121
12.7 Limitation on Responsibilities of Agent			121
12.8 Successor Agent and Co-Agents			122
12.8.1 Resignation; Successor Agent			122
12.8.2 Separate Collateral Agent			122
12.9 Due Diligence and Non-Reliance			122
12.10 Reserved			123
12.11 Remittance of Payments and Collections			123
12.11.1 Remittances Generally			123
12.11.2 Failure to Pay			123
12.11.3 Recovery of Payments			123
12.12 Agent in its Individual Capacity			124
12.13 Agent Titles			124
12.14 Intercreditor Agreement			124
12.15 No Third Party Beneficiaries			124
SECTION 13 BENEFIT OF AGREEMENT; ASSIGNMENTS AND PARTICIPATIONS			125
13.1 Successors and Assigns			125
13.2 Participations			125
13.2.1 Permitted Participants; Effect			125
13.2.2 Voting Rights			125

		Page
13.2.3 Benefit of Set-Off			125
13.3 Assignments			126
13.3.1 Permitted Assignments			126
13.3.2 Effect; Effective Date			126
13.4 Tax Treatment			126
13.5 Representation of Lenders			126
SECTION 14 MISCELLANEOUS			127
14.1 Consents, Amendments and Waivers			127
14.1.1 Amendment			127
14.1.2 Limitations			128
14.1.3 Payment for Consents			129
14.2 General Indemnity			129
14.3 Reimbursement by Lenders			130
14.4 Notices and Communications			130
14.4.1 Notices Generally			130
14.4.2 Electronic Communications			131
14.4.3 The Platform			131
14.4.4 Change of Address, Etc.			132
14.4.5 Reliance by Agent, Issuing Bank and Lenders			132
14.4.6 Non-Conforming Communications			132
14.5 Performance of Borrowers’ Obligations			132
14.6 Credit Inquiries			133
14.7 Severability			133
14.8 Cumulative Effect; Conflict of Terms			133
14.9 Counterparts; Facsimile Signatures; Entire Agreement			133
14.10 Time of the Essence			133
14.11 Obligations of Lenders			133
14.12 Confidentiality			134
14.13 [Reserved]			135
14.14 GOVERNING LAW			135
14.15 SUBMISSION TO JURISDICTION; WAIVER OF VENUE OBJECTION; SERVICE OF PROCESS			135
14.15.1 SUBMISSION TO JURISDICTION			135
14.15.2 WAIVER OF VENUE OBJECTION			136
14.15.3 SERVICE OF PROCESS			136
14.16 Waivers by Borrowers			136
14.17 Patriot Act Notice			136
14.18 Replacement of Certain Lenders			137
14.19 Subordination of Intercompany Indebtedness			138
14.20 No Advisory or Fiduciary Relationship			138
14.21 ENTIRE AGREEMENT			138

LIST OF EXHIBITS AND SCHEDULES

Exhibit A		General Revolver Note
Exhibit B		Distribution Revolver Note
Exhibit C		Compliance Certificate
Exhibit D		Assignment and Acceptance
Exhibit E		Assignment Notice
Exhibit F		Loan Notice
Exhibit G		Borrowing Base Certificate

Schedule 1.01 Scheduled Financial Information
Schedule 1.03 Immaterial Subsidiaries
Schedule 1.1 A Commitments of Lenders
Schedule 1.1 B Pipeline Delivery Points
Schedule 8.5 Deposit Accounts
Schedule 8.6.1 Business Locations
Schedule 9.1.3 Required Consents, Authorizations, Notices and Filings
Schedule 9.1.5 Supplement to Interim Financial Statements
Schedule 9.1.10		Insurance
Schedule 9.1.11		Taxes
Schedule 9.1.13(a)		Corporate Structure
Schedule 9.1.13(b)		Subsidiaries, Equity Interests in the Company
Schedule 9.1.13(c)		Equity Investments
Schedule 9.1.17		Intellectual Property Matters
Schedule 9.1.19(a)		Real Properties
Schedule 9.1.19(b)		Collateral Locations
Schedule 9.1.19(c)		Chief Executive Offices; Jurisdictions of Incorporation; Principal Places of Business
Schedule 9.1.19(d)		Corporate, Fictitious or Trade Names
Schedule 9.1.21		Labor Matters
Schedule 10.2.1		Existing Liens
Schedule 10.2.2		Existing Investments
Schedule 10.2.3		Existing Indebtedness

CREDIT AGREEMENT

     THIS CREDIT AGREEMENT (this “Agreement”) is dated as of December 9, 2005, among CALUMET LUBRICANTS CO., LIMITED PARTNERSHIP, an Indiana limited partnership (the “Company”), CALUMET SHREVEPORT, LLC, an Indiana limited liability company (“Calumet Shreveport”), CALUMET SHREVEPORT LUBRICANTS & WAXES, LLC, an Indiana limited liability company (“CSLW”), CALUMET SHREVEPORT FUELS, LLC, an Indiana limited liability company (“CSF”), CALUMET SPECIALTY PRODUCTS PARTNERS, L.P., a Delaware limited partnership (“CSPP”), CALUMET LP GP, LLC, a Delaware limited liability company (“CLP”), CALUMET OPERATING, LLC, a Delaware limited liability company (“Operating”), CALUMET SALES COMPANY INCORPORATED, a Delaware corporation (“Calumet Sales”), and CALUMET PENRECO, LLC, a Delaware limited liability company (“Calumet Penreco”), and each other Person which may become a Borrower hereunder pursuant to Section 10.1.13 (together with the Company, Calumet Shreveport, CSLW, CSF, CSPP, CLP, Operating, Calumet Sales and Calumet Penreco, collectively, the “Borrowers” and each individually a “Borrower”), the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as agent for the Lenders (“Agent”).

RECITALS:

     Borrowers have requested that Lenders make available a credit facility, to be used by Borrowers to finance their mutual and collective business enterprise. Lenders are willing to provide such credit facility on the terms and conditions set forth in this Agreement.

     NOW, THEREFORE, for valuable consideration hereby acknowledged, the parties agree as follows:

SECTION 1 DEFINITIONS; RULES OF CONSTRUCTION

     1.1 Definitions. As used herein, the following terms have the meanings set forth below:

     Account — as defined in the UCC, including all rights to payment for goods sold or leased, or for services rendered.

     Account Debtor — a Person who is obligated under an Account, Chattel Paper or General Intangible.

     Accounts Formula Amount — 85% of the net amount of Eligible Accounts. “Net amount” means the face amount of an Account, minus any returns, rebates, discounts (calculated on the shortest terms), credits, allowances or Taxes (including sales, excise or other taxes) that have been or could be claimed by the Account Debtor or any other Person.

     Acquisition — with respect to any Person, the acquisition by such Person, in a single transaction or in a series of related transactions, of all of the Equity Interests or all or substantially all of the Property, or a business unit or product line, of another Person, whether or not involving a merger or consolidation with such other Person and whether for cash, property, services, assumption of Indebtedness, securities or otherwise.

     Adjusted LIBOR — for any Interest Period, with respect to LIBOR Loans, the per annum rate of interest determined pursuant to the following formula:

		LIBOR		=	1.00	Offshore Base Rate   -   Eurodollar Reserve Percentage

     Where,

     “Offshore Base Rate” means the rate per annum appearing on Telerate Page 3750, or if such page is unavailable, the Reuters Screen LIBO Page (or any successor page of either, as applicable), as the London interbank offered rate for deposits in Dollars at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period; provided, however, if the Reuters Screen LIBO Page is used and more than one rate is shown on such page, the applicable rate shall be the arithmetic mean thereof. If for any reason none of the foregoing rates is available, the Offshore Base Rate shall be the rate per annum determined by Agent as the rate of interest at which Dollar deposits in the approximate amount of the applicable LIBOR Loan would be offered to major banks in the offshore Dollar market at or about 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period.

     “Eurodollar Reserve Percentage” means the reserve percentage (expressed as a decimal, rounded upward to the next 1/8^th of 1%) applicable to member banks under regulations issued from time to time by the FRB for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”).

     Administrative Questionnaire — an Administrative Questionnaire in a form supplied by the Agent.

     Affiliate — with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

     Agent — as defined in the first paragraph of this Agreement.

     Agent Indemnitees — Agent and its Related Parties.

     Agent Professionals — attorneys, accountants, appraisers, auditors, business valuation experts, environmental engineers or consultants, turnaround consultants, and other professionals and experts retained by Agent.

     Agreement — as defined in the first paragraph.

     Allocable Amount — as defined in Section 5.11.3.

     Amendment No. 6 Effective Date — January ___, 2008.

     Applicable Law — all laws, rules, regulations and governmental guidelines applicable to the Person, conduct, transaction, agreement or matter in question, including all applicable statutory law, common law and equitable principles, and all provisions of constitutions, treaties, statutes, rules, regulations, orders and decrees of Governmental Authorities.

     Applicable Margin — with respect to any Type of Loan, the margin set forth below, as determined by the Consolidated Leverage Ratio for the last Fiscal Quarter:

		Consolidated		Base Rate				LIBOR
Level		Leverage Ratio		Revolving Loans				Revolving Loans
I		< 2.25 to 1.0			0.00	%			1.25	%
II		> 2.25 to 1.0 but < 2.75 to 1.0			0.00	%			1.50	%
III		> 2.75 to 1.0 but < 3.25 to 1.0			0.25	%			1.75	%
IV		> 3.25 to 1.0			0.50	%			2.00	%

The margins shall be subject to increase or decrease upon receipt by Agent pursuant to the financial statements and corresponding Compliance Certificate for the last Fiscal Quarter provided or issued in accordance with Section 10.1.1, which change shall be effective on the first Business Day of the calendar month following receipt of such statements. If, by the first Business Day of a month, any financial statements and Compliance Certificate due in the preceding month have not been received, then the margins shall be determined as if Level IV were applicable, from such day until the first Business Day of the calendar month following actual receipt. For the final Fiscal Quarter of any Fiscal Year, Borrowers may provide unaudited financial statements (subject only to year-end adjustments) for the purpose of determining the margins, but if, upon delivery of the final, audited financial statements, it is determined that higher margins should have applied, then the proper margins shall be applied retroactively and Borrowers shall pay to Agent, for the Pro Rata benefit of Lenders, on the first Business Day after delivery of such audited financial statements, the difference between the amount of interest and fees that would have accrued using the proper margins and the amount actually paid. Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Margin for any period shall be subject to the provisions of Section 3.4.

     Approved Bank — as defined in the definition of “Cash Equivalents”.

     Approved Fund — any Person (other than a natural person) that is engaged in making, holding or investing in extensions of credit in its ordinary course of business and is administered or managed by a Lender, an entity that administers or manages a Lender, or an Affiliate of either.

     Arranger — Banc of America Securities LLC, in its capacity as sole lead arranger and sole book manager.

     Assignment and Acceptance — an assignment agreement between a Lender and Eligible Assignee, in the form of Exhibit D.

     Assignment of Claims Act — the Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq.);

     Attributable Indebtedness — on any date, (a) in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease.

     Audited Company Financial Statements — the audited consolidated balance sheet of the Consolidated Parties for the fiscal year ended December 31, 2006, and the related consolidated statements of income or operations, partners’ capital and cash flows for such fiscal year of the Consolidated Parties, including the notes thereto.

     Audited PENRECO Financial Statements — the audited consolidated balance sheet of PENRECO for the fiscal year ended December 31, 2006, and the related consolidated statements of income or operations, partners’ capital and cash flows for such fiscal year of PENRECO and its Subsidiaries, including the notes thereto.

     Availability — determined as of any date, the amount that Borrowers are entitled to borrow as Revolver Loans, being the Borrowing Base minus the principal balance of all Revolver Loans.

     Availability Reserve — the sum (without duplication) of (a) the Inventory Reserve; (b) the Rent and Costs Reserve; (c) the LC Reserve; (d) the Bank Product Reserve; (e) all accrued Royalties, whether or not then due and payable by a Borrower; (f) the aggregate amount of liabilities secured by Liens upon Collateral that are senior to Agent’s Liens (but imposition of any such reserve shall not waive an Event of Default arising therefrom); (g) the First Purchaser Reserve; and (h) such additional reserves, in such

amounts and with respect to such matters, as Agent in its reasonable discretion exercised in good faith may elect to impose from time to time.

     Bank of America — Bank of America, N.A., a national banking association, and its successors and assigns.

     Bank of America Indemnitees — Bank of America and its Related Parties.

     Bank Product — (a) Cash Management Services extended to any Borrower or Subsidiary by Bank of America or any of its Affiliates and (b) Interest Rate Swaps as permitted by Section 10.2.3(d) extended to any Borrower or Subsidiary by any Lender or any of its Affiliates; provided, however, that for any of the foregoing to be included as an “Obligation” for purposes of a distribution under Section 5.6.1, the applicable Secured Party and Obligor must have previously provided written notice to Agent of (A) the existence of such Bank Product, (B) the maximum dollar amount of obligations arising thereunder to be included as a Bank Product Reserve (“Bank Product Amount”), and (C) the methodology to be used by such parties in determining the Bank Product Indebtedness owing from time to time. The Bank Product Amount may be changed from time to time upon written notice to Agent by the Secured Party and Obligor. No Bank Product Amount may be established or increased at any time that a Default or Event of Default exists, or if a reserve in such amount would cause an Overadvance.

     Bank Product Amount — as defined in the definition of Bank Product.

     Bank Product Indebtedness — Indebtedness and other obligations of an Obligor relating to Bank Products.

     Bank Product Reserve — the aggregate amount of reserves established by Agent from time to time in its discretion in respect of Bank Product Indebtedness, which shall be at least equal to the sum of all Bank Product Amounts.

     Bankruptcy Code — Title 11 of the United States Code.

     Base Rate — the rate of interest announced by Bank of America from time to time as its prime rate. Such rate is a reference rate only and Bank of America may make loans or other extensions of credit at, above or below it. Any change in the prime rate announced by Bank of America shall take effect at the opening of business on the effective day specified in the public announcement of the change.

     Base Rate Loan — any Loan that bears interest based on the Base Rate.

     Base Rate Revolver Loan — a Revolver Loan that bears interest based on the Base Rate.

     Borrowed Money — with respect to any Obligor, without duplication, its (a) Indebtedness that (i) arises from the lending of money by any Person to such Obligor, (ii)

is evidenced by notes, drafts, bonds, debentures, credit documents or similar instruments, (iii) accrues interest or is a type upon which interest charges are customarily paid (excluding trade payables owing in the Ordinary Course of Business), or (iv) was issued or assumed as full or partial payment for Property; (b) Capital Leases; (c) reimbursement obligations with respect to letters of credit; and (d) guaranties of any Indebtedness of the foregoing types owing by another Person.

     Borrower or Borrowers — as defined in the first paragraph of this Agreement.

     Borrower Agent — as defined in Section 4.4.

     Borrowing — a group of Loans of one Type that are made on the same day or are converted into Loans of one Type on the same day.

     Borrowing Base — on any date of determination, an amount equal to the lesser of (a) the aggregate amount of Revolver Commitments, minus the Availability Reserve; or (b) the sum of the Accounts Formula Amount, plus the Inventory Formula Amount, minus the Availability Reserve.

     Borrowing Base Certificate — a certificate, in substantially the form of Exhibit G hereto, by which Borrowers certify calculation of the Borrowing Base.

     Business Day — any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, the States of North Carolina or Texas or any other state where Agent’s Office is located and, if such day relates to any LIBOR Loan, means any such day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

     Byproduct Inventory — Inventory that is not (i) currently usable in the Borrowers’ manufacturing processes within the next thirty (30) days or (ii) salable through Borrowers’ readily available sales channels at prices no less than seventy-five percent (75%) of the net book value of such Inventory.

     Calculation Date — the date of the applicable Specified Transaction which gives rise to the requirement to calculate the Consolidated Leverage Ratio and/or the Consolidated Interest Coverage Ratio on a Pro Forma Basis.

     Calculation Period — in respect of any Calculation Date, the period of four fiscal quarters of the Consolidated Parties ended as of the last day of the most recent fiscal quarter of the Consolidated Parties preceding such Calculation Date for which Agent shall have received the Required Financial Information.

     Calumet Sales — as defined in the first paragraph of this Agreement.

     Calumet Shreveport — as defined in the first paragraph of this Agreement.

     Capital Adequacy Regulation — any law, rule, regulation, guideline, request or directive of any central bank or other Governmental Authority, whether or not having the force of law, regarding capital adequacy of a bank or any Person controlling a bank.

     Capital Expenditures — expenditures made or liabilities incurred by a Borrower or Subsidiary for the acquisition of any fixed assets, or any improvements, replacements, substitutions or additions thereto with a useful life of more than one year, including the principal portion of Capital Leases.

     Capital Lease — any lease of any Property (whether real, personal or mixed) that is required to be accounted for as a capital lease for financial reporting purposes in accordance with GAAP.

     Cash Collateral — cash, and any interest or other income earned thereon, that is delivered to Agent to Cash Collateralize any Obligations.

     Cash Collateralize — the delivery of cash to Agent, as security for the payment of Obligations, in an amount equal to (a) with respect to LC Obligations, 105% of the aggregate LC Obligations, and (b) with respect to any inchoate or contingent Obligations (including Obligations arising under Bank Products), Agent’s good faith estimate of the amount due or to become due, including all fees and other amounts relating to such Obligations. “Cash Collateralization” has a correlative meaning.

     Cash Dominion Trigger Event — the occurrence of any of the following: (a) Availability falls below $35,000,000, or (b) a Default or Event of Default.

     Cash Equivalents — as at any date, (a) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than twelve months from the date of acquisition, (b) Dollar denominated time deposits and certificates of deposit of (i) any Lender, (ii) any domestic commercial bank of recognized standing having capital and surplus in excess of $500,000,000 or (iii) any bank whose short-term commercial paper rating from S&P is at least A-1 or the equivalent thereof or from Moody’s is at least P-1 or the equivalent thereof (any such bank being an “Approved Bank”), in each case with maturities of not more than 270 days from the date of acquisition and (unless issued by a Lender) not subject to offset rights, (c) with respect to any Foreign Subsidiary, (1) time deposits and customary short term investments with one of the three largest banks doing business in the jurisdiction in which the Foreign Subsidiary is conducting business, and (2) other short term investments customarily used by multinational corporations in the country in which the Foreign Subsidiary is conducting business for the purpose of cash management, which investments have the preservation of capital as their primary objective, (d) commercial paper and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by, any domestic corporation rated A-1 (or the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or better by Moody’s and maturing within six

months of the date of acquisition, (e) repurchase agreements entered into by any Person with a bank or trust company (including any of the Lenders) or recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the United States in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations and (f) Investments, classified in accordance with GAAP as current assets, in money market investment programs registered under the Investment Company Act of 1940, as amended, which are not subject to offset and are administered by reputable financial institutions having capital of at least $500,000,000 and the portfolios of which are limited to Investments whose primary objective is the preservation of capital and whose investments are limited to “cash equivalents” as defined under GAAP.

     Cash Management Services — any services provided from time to time by Bank of America or any of its Affiliates to any Borrower or Subsidiary in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automatic clearinghouse, controlled disbursement, depository, electronic funds transfer, information reporting, lockbox, stop payment, overdraft and/or wire transfer services.

     CERCLA — the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.).

     Change in Law — the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority.

     Change of Control — the occurrence of any of the following events:

     (a) the Existing Partners shall fail to own beneficially, directly or indirectly, at least 30% of the outstanding Voting Stock of the MLP Parent;

     (b) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934) other than the Existing Partners becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire (such right, an “option right”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 30% or more of the outstanding Voting Stock of the MLP Parent;

     (c) during any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the MLP Parent cease to be

composed of individuals (A) who were members of that board or equivalent governing body on the first day of such period, (B) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (A) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (C) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (A) and (B) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body (excluding, in the case of both clause (B) and clause (C), any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual contested solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors) or equivalent governing body;

     (d) any Person or two or more Persons acting in concert shall have acquired by contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation thereof, will result in its or their acquisition of the power to exercise, directly or indirectly, a controlling influence over the management or policies of the MLP Parent, or control over the Voting Stock of the MLP Parent entitled to vote for members of the board of directors or equivalent governing body of the MLP Parent on a fully-diluted basis (and taking into account all such securities that such Person or group has the right to acquire pursuant to any option right) representing 30% or more of the combined voting power of such securities;

     (e) the MLP Parent shall fail to own, directly or indirectly, 100% of the outstanding Equity Interests of each of the Company, the General Partner and the Limited Partner; or

     (f) the occurrence of a “Change of Control” (or any comparable term) under, and as defined in, the PP&E Credit Agreement.

     Chattel Paper — as defined in the UCC.

     Claims — all liabilities, obligations, losses, damages, penalties, judgments, proceedings, costs and expenses of any kind (including remedial response costs, reasonable attorneys’ fees and Extraordinary Expenses) at any time (including after Full Payment of the Obligations, resignation or replacement of Agent, or replacement of any Lender) incurred by or asserted against any Indemnitee in any way relating to (a) any Loan Documents or transactions relating thereto, (b) any action taken or omitted to be taken by any Indemnitee in connection with any Loan Documents, (c) the existence or perfection of any Liens, or realization upon any Collateral, (d) exercise of any rights or remedies under any Loan Documents or Applicable Law, or (e) failure by any Obligor to perform or observe any terms of any Loan Document, in each case including all costs and expenses relating to any investigation, litigation, arbitration or other proceeding (including any proceeding under any Debtor Relief Law or appellate proceedings), whether or not the applicable Indemnitee is a party thereto.

     Closing Date — December 9, 2005.

     CLP — as defined in the first paragraph of this Agreement.

     Code — the Internal Revenue Code of 1986, as amended.

     Collateral — a collective reference to all real and personal Property required to be, or actually, pledged to Agent (for the benefit of the Lenders) pursuant to and in accordance with Section 10.1.14 or otherwise, including, without limitation, the Priority Collateral and the PP&E Priority Collateral. For the purposes of clarification, it is understood and agreed that Collateral shall not include any Excluded Property.

     Commercial Tort Claim — as defined in the UCC.

     Commitment — for any Lender, the aggregate amount of such Lender’s Revolver Commitment. Commitments means the aggregate amount of all Revolver Commitments.

     Commitment Termination Date — the earliest to occur of (a) the Revolver Termination Date; (b) the date on which Borrowers terminate the Revolver Commitments pursuant to Section 2.1.4; or (c) the date on which the Revolver Commitments are terminated pursuant to Section 11.2.

     Commodity Swaps — Swap Contracts (excluding any Crack Spread Hedge Agreements) entered into for the purpose of protecting the Consolidated Parties and their Subsidiaries from fluctuations in the price of commodities used in the Ordinary Course of Business, including crude oil.

     Company — as defined in the first paragraph of this Agreement.

     Compliance Certificate — a Compliance Certificate to be provided by Borrowers to Agent pursuant to this Agreement, in the form of Exhibit C, and all supporting schedules.

     Consolidated Capital Expenditures — for any period, for the Consolidated Parties on a consolidated basis, all capital expenditures made during such period, as determined in accordance with GAAP; provided, however, that Consolidated Capital Expenditures shall not include Eligible Reinvestments made with the proceeds of any permitted Disposition or Involuntary Disposition.

     Consolidated Cash Taxes — for any period, for the Consolidated Parties on a consolidated basis, all Taxes (excluding sales and excise taxes charged to and expected to be paid by customers of the Company, and (ii) property taxes) paid in cash during such period.

     Consolidated EBITDA — for any period, for the Consolidated Parties on a consolidated basis, an amount equal to Consolidated Net Income plus, without duplication (a) the following to the extent deducted in calculating such Consolidated Net Income: (i) Consolidated Interest Charges, (ii) the provision for Federal, state, local and foreign income taxes payable by the Consolidated Parties, (iii) depreciation and amortization expense, (iv) all unrealized items decreasing Consolidated Net Income, (v) unrealized losses resulting from mark to market accounting for hedging activities, (vi) other non-recurring expenses of the Consolidated Parties reducing such Consolidated Net Income which do not represent a cash item in such period, and (vii) all non-recurring restructuring charges associated with the PENRECO Acquisition, minus (b) the following to the extent included in calculating such Consolidated Net Income: (i) Federal, state, local and foreign income tax credits, (ii)all unrealized items increasing Consolidated Net Income, (iii) unrealized gains resulting from mark to market accounting for hedging activities, and (iv) non-recurring expenses of the Consolidated Parties and unrealized items that in each case reduced the calculation of Consolidated Net Income hereunder for a prior period and which represent a cash item in the current applicable period. Notwithstanding the foregoing, for purposes of calculating the Consolidated Leverage Ratio on March 31, 2008, June 30, 2008 and September 30, 2008, respectively, Consolidated EBITDA for the four fiscal quarter period ending on each such date shall be actual Consolidated EBITDA for the Consolidated Parties for such period plus the amount set forth on Schedule 1.01 opposite each such fiscal quarter period.

     Consolidated Funded Indebtedness — as of any date of determination, for the Consolidated Parties on a consolidated basis, without duplication, the sum of (a) the principal portion of all obligations for borrowed money, (b) the principal portion of all obligations evidenced by bonds, debentures, notes or similar instruments, or upon which interest payments are customarily made, (c) the principal portion of all obligations under conditional sale or other title retention agreements relating to Property purchased by the Consolidated Parties (other than customary reservations or retentions of title under agreements with suppliers entered into in the Ordinary Course of Business), (d) the principal portion of all obligations issued or assumed as the deferred purchase price of Property or services purchased by the Consolidated Parties (other than trade debt incurred in the Ordinary Course of Business and due within six months of the incurrence thereof) which would appear as liabilities on a balance sheet of the Consolidated Parties, (e) the Attributable Indebtedness with respect to Capital Leases (excluding (i) any lease of catalyst necessary for the operation of the refinery assets of the Consolidated Parties in the Ordinary Course of Business and (ii) any commodity leases for catalyst elements necessary for the operation of the refinery assets of the Consolidated Parties in the Ordinary Course of Business and not for the purpose of speculation) and Synthetic Lease Obligations, (f) all unreimbursed drafts drawn under letters of credit and banker’s acceptances, (g) the principal component or liquidation preference of all Equity Interests issued by a Consolidated Party and which by the terms thereof could at any time prior to the Revolver Termination Date be (at the request of the holders thereof or otherwise) subject to mandatory sinking fund payments, mandatory redemption or other acceleration, (h) the outstanding principal amount of all obligations of such Persons under Securitization Transactions (all such Indebtedness of the types described in the forgoing clauses (a)

through (h), as to any Person, “Funded Indebtedness”), (i) all Funded Indebtedness of others secured by (or for which the holder of such Funded Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on, or payable out of the proceeds of production from, Property owned or acquired by the Consolidated Parties, whether or not the obligations secured thereby have been assumed, (j) all Guarantees with respect to Funded Indebtedness of another Person and (k) the Funded Indebtedness of any partnership or unincorporated joint venture in which a Consolidated Party is a general partner or a joint venturer to the extent such Indebtedness is recourse to a Consolidated Party. To the extent that the rights and remedies of the obligee of any Indebtedness are limited to certain property and are otherwise non-recourse to such Person, the amount of such Indebtedness shall be limited to the value of the Person’s interest in such property (valued at the higher of book value or market value as of such date of determination).

     Consolidated Interest Charges — for any period for the Consolidated Parties on a consolidated basis, the sum of (a) all interest, premium payments, debt discount, fees, charges and related expenses of the Consolidated Parties in connection with borrowed money (including capitalized interest, the interest component under Capital Leases and the implied interest component of Synthetic Lease Obligations) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, and (b) the portion of rent expense of the Consolidated Parties with respect to such period under capital leases that is treated as interest in accordance with GAAP.

     Consolidated Interest Coverage Ratio — as of the last day of any Fiscal Quarter of the Consolidated Parties, the ratio for the four Fiscal Quarter period ending on such date of (a) Consolidated EBITDA to (b) Consolidated Interest Charges.

     Consolidated Leverage Ratio — as of the last day of any fiscal quarter of the Consolidated Parties, the ratio of (a) Consolidated Funded Indebtedness as of such date to (b) Consolidated EBITDA for the four fiscal quarter period ending on such date.

     Consolidated Net Income — for any period, for the Consolidated Parties on a consolidated basis, net income (excluding extraordinary items) after interest expense, income taxes and depreciation and amortization, all as determined in accordance with GAAP.

     Consolidated Parties — the MLP Parent and the Subsidiaries of the MLP Parent, and Consolidated Party means any one of them.

     Contingent Obligation — any obligation of a Person arising from a guaranty, indemnity or other assurance of payment or performance of any Indebtedness, lease, dividend or other obligation (“primary obligations”) of another obligor (“primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person under any (a) guaranty, endorsement, co-making or sale with recourse of an obligation of a primary obligor; (b) obligation to make take-or-pay or similar payments regardless of nonperformance by any other party to an agreement; and (c) arrangement (i)

to purchase any primary obligation or security therefor, (ii) to supply funds for the purchase or payment of any primary obligation, (iii) to maintain or assure working capital, equity capital, net worth or solvency of the primary obligor, (iv) to purchase Property or services for the purpose of assuring the ability of the primary obligor to perform a primary obligation, or (v) otherwise to assure or hold harmless the holder of any primary obligation against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be the stated or determinable amount of the primary obligation (or, if less, the maximum amount for which such Person may be liable under the instrument evidencing the Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto.

     Contractual Obligation — as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its Property is bound.

     Control — the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

     Control Agent — as defined in the Intercreditor Agreement.

     Crack Spread Hedge Agreement — any Swap Contract of the Company provided for the purpose of managing its risk with respect to the spread created by the purchase by such Obligor of crude oil for delivery in the future and the sale by such Obligor of gasoline and heating oil under contract for future delivery, regardless of whether such Swap Contract is effected by means of a futures contract or an over-the-counter hedging agreement.

     Credit-Linked Deposit Account — the Deposit Account established by the PP&E Agent in its name and under its sole and exclusive control at its offices in Charlotte, North Carolina, designated as the “Bank of America, N.A. as Administrative Agent Calumet Lubricants Credit-Linked Deposit Account” that shall be used solely for the purposes set forth in subsections (ii) and (iii) of Section 2.03(c) of the PP&E Credit Agreement as in effect on the Amendment No. 6 Effective Date, together with any replacement or similar account created to serve such purpose.

     CSF — as defined in the first paragraph of this Agreement.

     CSLW — as defined in the first paragraph of this Agreement.

     CSPP – as defined in the first paragraph of this Agreement.

     Debtor Relief Laws — the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor

relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

     Default — any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of a stated grace period, or both, would be an Event of Default. It is understood and agreed that the institution of any proceeding under any Debtor Relief Law relating to any Consolidated Party or to all or any material part of its Property without the consent of such Person shall constitute an immediate Default that with the passage of the 60-calendar day period referred to in Section 11.1(f) would be an Event of Default.

     Default Rate — for any Obligation (including, to the extent permitted by law, interest not paid when due), 2% plus the interest rate otherwise applicable thereto.

     Defaulting Lender — any Lender that (a) has failed to fund any portion of the Loans or participations in LC Obligations required to be funded by it hereunder within one Business Day of the date required to be funded by it hereunder, (b) has otherwise failed to pay over to Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, unless the subject of a good faith dispute, or (c) has been deemed insolvent or become the subject of a bankruptcy or proceeding under any Debtor Relief Law.

     Deposit Account — as defined in the UCC.

     Deposit Account Control Agreements — the Deposit Account control agreements to be executed by each depository institution of a Borrower in favor of Agent, for the benefit of Secured Parties, as security for the Obligations and in favor of the PP&E Agent, for the benefit of the PP&E Secured Parties.

     Disposition — any disposition (including pursuant to a Sale and Leaseback Transaction) of any or all of the Property (including without limitation the Equity Interests of a Subsidiary) of any Consolidated Party whether by sale, lease, licensing, transfer or otherwise; provided, however, that the term “Disposition” shall be deemed to (a) include any “Disposition” (or any comparable term) under, and as defined in, the PP&E Credit Agreement and (b) exclude any Equity Issuance.

     Distribution Revolver Loan — as defined in Section 2.1.

     Distribution Revolver Committed Amount –$50,000,000.

     Distribution Revolver Note — a promissory note to be executed by Borrowers in favor of a Lender in the form of Exhibit B, which shall evidence the Distribution Revolver Loans made by such Lender.

     Document — as defined in the UCC.

     Dollars — lawful money of the United States.

     Dominion Account — a special account established by Borrowers at Bank of America or another bank acceptable to Agent, over which Agent has exclusive control for withdrawal purposes.

     Eligible Account — an Account owing to a Borrower that arises in the Ordinary Course of Business from the sale of goods or rendition of services, is payable in Dollars and is deemed by Agent, in its reasonable discretion exercised in good faith, to be an Eligible Account. Without limiting the foregoing, no Account shall be an Eligible Account if (a) it is unpaid for more than 60 days after the original due date, or more than 90 days after the original invoice date; (b) 50% or more of the Accounts owing by the Account Debtor are not Eligible Accounts under the foregoing clause; (c) when aggregated with other Accounts owing by the Account Debtor and all Affiliates of the Account Debtor, it exceeds 20% of the aggregate Eligible Accounts (or such higher percentage as Agent may establish for the Account Debtor from time to time); (d) it does not conform with a covenant or representation herein; (e) it is owing by a creditor or supplier, or is otherwise subject to a potential offset, counterclaim, dispute, deduction, discount, recoupment, reserve, defense, chargeback, credit or allowance (but ineligibility shall be limited to the amount thereof); (f) any proceeding under any Debtor Relief Law has been commenced by or against the Account Debtor; or the Account Debtor has failed, has suspended or ceased doing business, is liquidating, dissolving or winding up its affaires, or is not Solvent; (g) the Account Debtor is organized or has its principal offices or assets outside the United States or Canada, other than (i) those on letter of credit terms or covered by international trade insurance, in either case, acceptable to Agent in its discretion and (ii) those owing from European Account Debtors which Accounts are otherwise approved by and acceptable to Agent in its discretion; (h) it is owing by a Government Authority, unless the Account Debtor is the United States or any department, agency or instrumentality thereof and the Account has been assigned to Agent in compliance with the Assignment of Claims Act; provided, however, that up to $10,000,000 of such Accounts may be deemed eligible if they otherwise constitute Eligible Accounts notwithstanding the failure of the Borrowers to comply with the Assignment of Claims Act with respect to such Accounts, provided, further, that Agent may, in its reasonable discretion exercised in good faith, require compliance with the Assignment of Claims Act with respect to such Accounts; (i) it is not subject to a duly perfected, first priority Lien in favor of Agent, or is subject to any other Lien (except a Permitted Lien); (j) the goods giving rise to it have not been delivered to the Account Debtor or to the transportation agent of the Account Debtor and accepted by the Account Debtor, the services giving rise to it have not been accepted by the Account Debtor, or it otherwise does not represent a final sale; (k) it is evidenced by Chattel Paper or an Instrument of any kind, or has been reduced to judgment; (l) its payment has been extended, the Account Debtor has made a partial payment (provided, that up to $3,000,000 of Accounts with respect to which Account Debtors have made partial payment shall not be deemed to be ineligible if such Accounts otherwise constitute Eligible Accounts), or it arises from a sale on a cash-on-delivery basis; (m) it arises from a sale to an Affiliate, or from a sale on a bill-and-hold, guaranteed sale, sale-or-return,

sale-on-approval, consignment, or other repurchase or return basis; (n) it represents a progress billing or retainage; (o) it includes a billing for interest, fees or late charges, but ineligibility shall be limited to the extent of such billing; (p) it arises from a retail sale to a Person who is purchasing for personal, family or household purposes; or (q) it represents Taxes charged to an Account Debtor of a Borrower, collected by such Borrower on behalf of the appropriate taxing authority for remittance when due to such authority (but only to the extent of such Taxes so collected and remitted).

     Eligible Assignee — a Person that is (a) a Lender, U.S.-based Affiliate of a Lender or Approved Fund; (b) any other financial institution approved by Agent and Borrower Agent (which approval by Borrower Agent shall not be unreasonably withheld or delayed), that is organized under the laws of the United States or any state or district thereof, has total assets in excess of $5 billion, extends asset-based lending facilities in its ordinary course of business and whose becoming an assignee would not constitute a prohibited transaction under Section 4975 of ERISA or any other Applicable Law; and (c) during any Event of Default, any Person acceptable to Agent in its discretion.

     Eligible Category A Inventory — crude and other feedstock and residuals acceptable to the Agent with readily available market values as reported by Platt’s Oilgram for Gulf Coast Deliveries, finished fuel and work-in-process fuel Inventory owned by a Borrower which is Eligible Inventory.

     Eligible Category B Inventory — finished lubes, finished specialty Inventory, work-in-process lubes, work-in-process specialty Inventory, catfeed and asphalt owned by a Borrower which is Eligible Inventory.

     Eligible Inventory — Inventory owned by a Borrower that Agent, in its reasonable discretion exercised in good faith, deems to be Eligible Inventory. Without limiting the foregoing, no Inventory shall be Eligible Inventory unless it (a) is not packaging or shipping materials, labels, samples, display items, bags, replacement parts or manufacturing supplies; (b) is not held on consignment, nor subject to any deposit, downpayment, guaranteed sale, sale-or-return, sale-on-approval or repurchase arrangement; (c) is in new and saleable condition and is not damaged, defective, shopworn or otherwise unfit for sale; (d) is not slow-moving, obsolete, defective or unmerchantable, and does not constitute returned or repossessed goods; (e) meets all standards imposed by any Governmental Authority; (f) conforms with the covenants and representations herein; (g) is subject to Agent’s duly perfected, first priority Lien, and no other Lien except a Permitted Lien; (h) is within the continental United States or Canada, is not in transit (subject to the following sentence), other than Inventory in transit in pipelines to one of the locations listed on Schedule 1.1B (or other locations identified to Agent in writing and acceptable to Agent in its discretion) if the operator of such pipeline has delivered to Agent a Lien Waiver or an appropriate Rent and Costs Reserve has been established and is not consigned to any Person; (i) is not subject to any warehouse receipt or negotiable Document; (j) is not subject to any License or other arrangement that restricts such Borrower’s or Agent’s right to manufacture or dispose of such Inventory, unless Agent has received an appropriate Lien Waiver; (k) is not located on leased

premises or in the possession of a Person other than a Borrower unless the lessor or such Person has delivered to Agent a Lien Waiver or an appropriate Rent and Costs Reserve has been established; provided, that no such Inventory will be deemed to constitute Eligible Inventory if the aggregate Value of Inventory at the same location or in possession of the same Person is less than $100,000; (l) is not located at Barksdale Air Force Base; and (m) is not Byproduct Inventory. Notwithstanding the foregoing, Inventory owned by a Borrower which is in transit which otherwise constitutes Eligible Inventory may be deemed to be Eligible Inventory if such Inventory (w) is subject only to a Document showing Agent as consignee, which has been delivered to Agent or its agent, (x) is handled by a freight forwarder that has delivered a Lien Waiver to Agent, (y) is covered by a documentary Letter of Credit requiring the seller to present shipping and title documents to Issuing Bank as a condition to payment or (z) was purchased on open account and the seller has forwarded the shipping and title documents to Agent or a freight forwarder.

     Eligible Reinvestment — (a) any acquisition (whether or not constituting a capital expenditure, but not constituting an Acquisition) of assets or any business (or any substantial part thereof) used or useful in the same or similar line of business as the Company and its Subsidiaries were engaged in on the Closing Date (or any reasonable extensions or expansions thereof) and (b) any Permitted Acquisition.

     Enforcement Action — any action to enforce any Obligations or Loan Documents or to realize upon any Collateral (whether by judicial action, self-help, notification of Account Debtors, exercise of setoff or recoupment, or otherwise).

     Environmental Laws — any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees or other legally binding governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

     Environmental Liability — any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Company, any other Obligor or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Environmental Release or threatened Environmental Release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

     Environmental Notice — a written notice from any Governmental Authority or other Person of any possible noncompliance with, investigation of a possible violation of, litigation relating to, or potential fine or liability under any Environmental Law, or with respect to any Environmental Release, environmental pollution or Hazardous Materials,

including any complaint, summons, citation, order, claim, demand or request for correction, remediation or otherwise.

     Environmental Release — a release as defined in CERCLA or under any other Environmental Law.

     Equipment — as defined in the UCC, including all machinery, apparatus, equipment, fittings, furniture, fixtures, motor vehicles and other tangible personal Property (other than Inventory), and all parts, accessories and special tools therefor, and accessions thereto.

     Equity Interest — (a) in the case of a corporation, capital stock, (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (c) in the case of a partnership, partnership interests (whether general or limited), (d) in the case of a limited liability company, membership interests and (e) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

     Equity Issuance — any issuance by any Consolidated Party to any Person of (a) shares or units of its Equity Interests, (b) any shares or units of its Equity Interests pursuant to the exercise of options or warrants, (c) any shares or units of its Equity Interests pursuant to the conversion of any debt securities to equity or the conversion of any class equity securities to any other class of equity securities or (d) any options or warrants relating to its Equity Interests. The term “Equity Issuance” shall not be deemed to include any Disposition.

     ERISA — the Employee Retirement Income Security Act of 1974.

     ERISA Affiliate — any trade or business (whether or not incorporated) under common control with any Borrower within the meaning of subsections (b) and (c) of Section 414 of the Code (and subsections (m) and (o) of Section 414 of the Code for purposes of provisions relating to Section 412 of the Code).

     ERISA Event — (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by a Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by a Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate a Pension Plan in a distress termination (within the meaning of Section 4041(c) of ERISA), or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV

of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate.

     Event of Default — as defined in Section 11.

     Excluded Disposition — with respect to any Consolidated Party, any Disposition consisting of (a) the sale, lease, license, transfer or other disposition of Property in the ordinary course of such Consolidated Party’s business, (b) the sale, lease, license, transfer or other disposition of obsolete or worn out Equipment, (c) any sale, lease, license, transfer or other disposition of Property by such Consolidated Party to any Obligor, provided that Obligors shall cause to be executed and delivered such documents, instruments and certificates as Agent may request so as to cause Obligors to be in compliance with the terms of Section 10.1.14 after giving effect to such transaction, (d) any Involuntary Disposition by such Consolidated Party, (e) any Disposition by such Consolidated Party constituting a Permitted Investment and (f) if such Consolidated Party is not an Obligor, any sale, lease, license, transfer or other disposition of Property by such Consolidated Party to any Consolidated Party that is not an Obligor; provided, however, that the term “Excluded Disposition” shall not include any Disposition to the extent that any portion of the proceeds of such Disposition would be required by the PP&E Credit Agreement to be applied to the prepayment of any PP&E Obligations.

     Excluded Property — with respect to any Obligor, including any Person that becomes an Obligor after the Closing Date as contemplated by Section 10.1.13, (a) any leased real or personal Property which is located outside of the United States, (b) any owned real or personal Property which is located outside of the United States and which has a net book value of less than $1,000,000, provided that the aggregate net book value of all real or personal Property of all of the Obligors excluded pursuant to this clause (b) shall not exceed $2,000,000, (c) any other owned real Property located in the United States which has a net book value of less than $750,000, provided that the aggregate net book value of all real Property of all of the Obligors excluded pursuant to this clause (c) shall not exceed $2,000,000, (d) the leased Real Estate located in Indianapolis, Indiana and The Woodlands, Texas and described on Schedule 9.19(a) and any other leased Real Estate that is a lease of office space being used for administrative or similar corporate support services and that is not part of (i) any Refinery Property or (ii) any domestic operating facility acquired by the Consolidated Parties in connection with the Proposed Acquisition, (e) any leased personal Property, (f) any owned personal Property (including motor vehicles) in respect of which perfection of a Lien is not either (i) governed by the Uniform Commercial Code or (ii) effected by appropriate evidence of the Lien being filed in either the United States Copyright Office or the United States Patent and Trademark Office, and (g) any Property which, subject to the terms of Section 10.2.9, is subject to a Lien of the type described in Section 10.2.1(i) pursuant to documents which prohibit such Obligor from granting any other Liens in such Property; provided, however, that notwithstanding the foregoing, the term “Excluded Property” shall not include any Property of any Consolidated Party that secures any PP&E Obligations.

     Excluded Taxes — with respect to Agent, any Lender, the Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of the Borrowers hereunder, (a) Taxes imposed on or measured by its overall net income (however denominated), and franchise Taxes imposed on it (in lieu of net income Taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located, (b) any branch profits Taxes imposed by the United States or any similar Tax imposed by any other jurisdiction in which the Borrower is located and (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrowers under Section 14.18), any withholding Tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new Lending Office) or is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 5.9(e), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from the Borrowers with respect to such withholding Tax pursuant to Section 5.9(a).

     Existing Partners — The Heritage Group, the Fehsenfeld and Grube Families and their respective Affiliates.

     Existing PP&E Credit Agreement – that certain Credit Agreement dated as of December 9, 2005 among the Company, as borrower, certain of the Affiliates of the Company, as guarantors, the lenders party thereto and Bank of America, N.A., as administrative agent.

     Extraordinary Expenses — all costs, expenses or advances that Agent may incur during a Default or Event of Default, or during the pendency of any proceeding under any Debtor Relief Law of an Obligor, including those relating to (a) any audit, inspection, repossession, storage, repair, appraisal, insurance, manufacture, preparation or advertising for sale, sale, collection, or other preservation of or realization upon any Collateral; (b) any action, arbitration or other proceeding (whether instituted by or against Agent, any Lender, any Obligor, any representative of creditors of an Obligor or any other Person) in any way relating to any Collateral (including the validity, perfection, priority or avoidability of Agent’s Liens with respect to any Collateral), any Loan Documents, or the validity, allowance or amount of any Obligations, including any lender liability or other Claims asserted against Agent or any Lender; (c) the exercise, protection or enforcement of any rights or remedies of Agent in, or the monitoring of, any proceeding under any Debtor Relief Law; (d) settlement or satisfaction of any taxes, charges or Liens with respect to any Collateral; (e) any Enforcement Action; (f) negotiation and documentation of any modification, waiver, workout, restructuring or forbearance with respect to any Loan Documents or Obligations; or (g) Protective Advances. Such costs, expenses and advances include transfer fees, taxes, storage fees, insurance costs, permit fees, utility reservation and standby fees, legal fees, appraisal fees, brokers’ fees and commissions, auctioneers’ fees and commissions, accountants’

fees, environmental study fees, wages and salaries paid to employees of any Obligor or independent contractors in liquidating any Collateral, and travel expenses.

     Fee Letter — that certain letter agreement dated as of October 21, 2005 among the Company, the Agent and the Arranger.

     First Purchaser Reserve — the aggregate amount of reserves established by Agent from time to time in its discretion in respect of amounts owed by a Borrower to a vendor of crude oil with a potential priming lien where such Borrower is the “first purchaser” directly from the wellhead.

     Fiscal Quarter — each period of three months, commencing on the first day of a Fiscal Year.

     Fiscal Year — the fiscal year of the Consolidated Parties for accounting and tax purposes, ending on December 31 of each year.

     Fixed Charge Coverage Ratio — the ratio, determined for the most recent four Fiscal Quarters, of (a) Consolidated EBITDA minus Consolidated Capital Expenditures (excluding Consolidated Capital Expenditures financed by Persons other than a Lender) minus Consolidated Cash Taxes, to (b) Fixed Charges.

     Fixed Charges — for any period and without duplication, the sum of (a) Consolidated Interest Charges (other than payment-in-kind interest), plus (b) the sum, for the Consolidated Parties on a consolidated basis, of principal payments on Borrowed Money scheduled to be paid during such period, plus (c) any dividends or distributions made by the MLP Parent to the holders of its Equity Interests during such period, plus (d) the sum of all management fees and consulting fees made by any Consolidated Party to any Existing Partner or other Affiliate which is not a Consolidated Party during such period, other than (i) any such payment made for reimbursement of Consolidated Party expenses which is otherwise included in the calculation of Consolidated Net Income, or (ii) other such payments otherwise included in the calculation of Consolidated Net Income, plus (e) the aggregate amount of any prepayment premiums paid by the Consolidated Parties during such period in connection with the repayment of Indebtedness.

     FLSA — the Fair Labor Standards Act of 1938.

     Foreign Lender — any Lender that is organized under the laws of a jurisdiction other than that in which the Borrowers are resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

     Foreign Plan — any employee benefit plan or arrangement maintained or contributed to by any Obligor or Subsidiary that is not subject to the laws of the United States of America, or any employee benefit plan or arrangement mandated by a

government other than the United States of America for employees of any Obligor or Subsidiary.

     Foreign Subsidiary — a Subsidiary that is a “controlled foreign corporation” under Section 957 of the Internal Revenue Code, such that a guaranty by such Subsidiary of the Obligations or a Lien on the assets of such Subsidiary to secure the Obligations would result in material tax liability to Borrowers.

     FRB — the Board of Governors of the Federal Reserve System of the United States.

     Full Payment — with respect to any Obligations, (a) the full and indefeasible cash payment thereof, including any interest, fees and other charges accruing during any proceeding under any Debtor Relief Law (whether or not allowed in the proceeding); (b) if such Obligations are LC Obligations or inchoate or contingent in nature, Cash Collateralization thereof; and (c) a release of any Claims of Obligors against Agent, Lenders and Issuing Bank arising on or before the payment date. No Loans shall be deemed to have been paid in full until all Commitments related to such Loans have expired or been terminated.

     GAAP — generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

     General Intangibles — as defined in the UCC, including choses in action, causes of action, company or other business records, inventions, blueprints, designs, patents, patent applications, trademarks, trademark applications, trade names, trade secrets, service marks, goodwill, brand names, copyrights, registrations, licenses, franchises, customer lists, permits, tax refund claims, computer programs, operational manuals, internet addresses and domain names, insurance refunds and premium rebates, all rights to indemnification, and all other intangible Property of any kind.

     General Partner – CLP.

     General Revolver Loan — as defined in Section 2.1.

     General Revolver Note — a promissory note to be executed by Borrowers in favor of a Lender in the form of Exhibit A, which shall evidence the General Revolver Loans made by such Lender.

     Goods — as defined in the UCC.

     Governmental Approvals — all authorizations, consents, approvals, licenses and exemptions of, registrations and filings with, and required reports to, all Governmental Authorities.

     Governmental Authority — the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

     Guarantee — as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease Property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

     Guarantor — each Person who guarantees payment or performance of any Obligations.

     Guarantor Payment — as defined in Section 5.11.3.

     Guaranty — each guaranty agreement executed by a Guarantor in favor of Agent.

     Hazardous Materials — all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

     Immaterial Subsidiary – any Subsidiary of the MLP Parent which (a) for the most recent fiscal year of the Consolidated Parties had less than $5,000 of revenues and (b) as of the end of such fiscal year was the owner of less than $5,000 of assets, all as shown on the consolidated financial statements of the Borrower for such fiscal year. A list of the Immaterial Subsidiaries as of the Amendment No. 6 Effective Date is set forth on Schedule 1.03 attached hereto.

     Incremental Revolving Facility – as defined in Section 2.2.

     Indebtedness — with respect to any Person, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, or upon which interest payments are customarily made, (c) all obligations of such Person under conditional sale or other title retention agreements relating to Property purchased by such Person (other than customary reservations or retentions of title under agreements with suppliers entered into in the Ordinary Course of Business), (d) all obligations of such Person issued or assumed as the deferred purchase price of Property or services purchased by such Person (other than trade debt incurred in the Ordinary Course of Business and due within six months of the incurrence thereof) which would appear as liabilities on a balance sheet of such Person, (e) all obligations of such Person under take-or-pay or similar arrangements or under commodities agreements, (f) the Attributable Indebtedness of such Person with respect to Capital Leases and Synthetic Lease Obligations, (g) all net obligations of such Person under Swap Contracts, (h) all direct and contingent reimbursement obligations in respect of letters of credit (other than trade letters of credit) and bankers’ acceptances, including, without duplication, all unreimbursed drafts drawn thereunder (less the amount of any cash collateral securing any such letters of credit or and bankers’ acceptances), (i) the principal component or liquidation preference of all Equity Interests issued by a Consolidated Party and which by the terms thereof could at any time prior to the Revolver Termination Date be (at the request of the holders thereof or otherwise) subject to mandatory sinking fund payments, mandatory redemption or other acceleration, (j) the outstanding principal amount of all obligations of such Persons under Securitization Transactions, (k) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on, or payable out of the proceeds of production from, Property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (l) all Guarantees of such Person with respect to Indebtedness of another Person and (m) the Indebtedness of any partnership or unincorporated joint venture in which such Person is a general partner or a joint venturer to the extent such Indebtedness is recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. To the extent that the rights and remedies of the obligee of any Indebtedness are limited to certain property and are otherwise non-recourse to such Person, the amount of such Indebtedness shall be limited to the value of the Person’s interest in such property (valued at the higher of book value or market value as of such date of determination).

     Indemnified Taxes — Taxes other than Excluded Taxes.

     Indemnitees — Agent Indemnitees, Lender Indemnitees, Issuing Bank Indemnitees and Bank of America Indemnitees.

     Instrument — as defined in the UCC.

     Intellectual Property — all intellectual and similar Property of a Person, including inventions, designs, patents, patent applications, copyrights, trademarks, service marks, trade names, trade secrets, confidential or proprietary information, customer lists, know-how, software and databases; all embodiments or fixations thereof and all related documentation, registrations and franchises; all books and records describing or used in connection with the foregoing; and all licenses or other rights to use any of the foregoing.

     Intellectual Property Claim — any claim or assertion (whether in writing, by suit or otherwise) that a Consolidated Party’s ownership, use, marketing, sale or distribution of any Inventory, Equipment, Intellectual Property or other Property violates another Person’s Intellectual Property.

     Intercreditor Agreement — the Intercreditor Agreement dated as of the Amendment No. 6 Effective Date by and between Agent, the PP&E Agent, the Control Agent and the Obligors.

     Interest Period — as defined in Section 3.1.3.

     Interest Rate Swaps — Swap Contracts entered into for the purpose of protecting the Consolidated Parties and their Subsidiaries from fluctuations in interest rates.

     Inventory — as defined in the UCC, including all goods intended for sale, lease, display or demonstration; all work in process; and all raw materials, and other materials and supplies of any kind that are or could be used in connection with the manufacture, printing, packing, shipping, advertising, sale, lease or furnishing of such goods, or otherwise used or consumed in a Borrower’s business (but excluding Equipment).

     Inventory Formula Amount — the lesser of (a) the sum of (i) 75% of the Value of Eligible Category A Inventory plus (ii) 65% of the Value of Eligible Category B Inventory; or (b) 85% of the NOLV Percentage of the Value of Eligible Category A Inventory and Eligible Category B Inventory; provided, however, that Agent, subject to Section 14.1.1(a)(ii)(C), may adjust such advance percentages from time to time in its reasonable discretion exercised in good faith.

     Inventory Reserve — reserves established by Agent in its reasonable discretion exercised in good faith to reflect factors that may negatively impact the Value of Inventory, including change in salability, obsolescence, seasonality, theft, shrinkage, imbalance, change in composition or mix, markdowns and vendor chargebacks.

     Investment — in any Person, means (a) any Acquisition of such Person or its Property, (b) any other acquisition of Equity Interests, bonds, notes, debentures, partnership, joint ventures or other ownership interests or other securities of such other Person, (c) any deposit with, or advance, loan or other extension of credit to, such Person (other than deposits made in connection with the purchase of equipment inventory and supplies in the Ordinary Course of Business) or (d) any other capital contribution to or investment in such Person, including any Guarantee incurred for the benefit of such Person and any Disposition to such Person for consideration less than the fair market value of the Property disposed in such transaction, but excluding any Restricted Payment to such Person. Investments which are capital contributions or purchases of Equity Interests which have a right to participate in the profits of the issuer thereof shall be valued at the amount (or, in the case of any Investment made with Property other than cash, the book value of such Property) actually contributed or paid (including cash and non-cash consideration and any assumption of Indebtedness) to purchase such Equity Interests as of the date of such contribution or payment. Investments which are loans, advances, extensions of credit or Guarantees shall be valued at the principal amount of such loan, advance or extension of credit outstanding as of the date of determination or, as applicable, the principal amount of the loan or advance outstanding as of the date of determination actually guaranteed by such Guarantees.

     Investment Property — as defined in the UCC.

     Involuntary Disposition — any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any Property.

     IRS — the United States Internal Revenue Service.

     Issuing Bank — Bank of America or an Affiliate of Bank of America.

     Issuing Bank Indemnitees — Issuing Bank and its Related Parties.

     LC Application — an application by Borrower Agent to Issuing Bank for issuance of a Letter of Credit, in form and substance satisfactory to Issuing Bank.

     LC Conditions — the following conditions necessary for issuance of a Letter of Credit: (a) each of the conditions set forth in Section 6; (b) after giving effect to such issuance, (i) total LC Obligations do not exceed an amount equal to $300,000,000, (ii) total LC Obligations plus the unpaid balance of General Revolver Loans plus the unpaid balance of Distribution Revolver Loans do not exceed the Borrowing Base, (iii) no Overadvance exists and, (iv) if no Revolver Loans are outstanding, the LC Obligations do not exceed the Borrowing Base (without giving effect to the LC Reserve for purposes of this calculation); (c) the expiration date of such Letter of Credit is (i) no more than 365 days from issuance, in the case of standby Letters of Credit, (ii) no more than 120 days from issuance, in the case of documentary Letters of Credit, and (iii) at least 20 Business Days prior to the Revolver Termination Date; (d) the Letter of Credit and payments

thereunder are denominated in Dollars; and (e) the form of the proposed Letter of Credit is satisfactory to Agent and Issuing Bank in their discretion.

     LC Documents — all documents, instruments and agreements (including LC Applications) delivered by Borrowers or any other Person to Issuing Bank or Agent in connection with issuance, amendment or renewal of, or payment under, any Letter of Credit.

     LC Obligations — the sum (without duplication) of (a) all amounts owing by Borrowers for any drawings under Letters of Credit; (b) the aggregate undrawn amount of all outstanding Letters of Credit; and (c) all fees and other amounts owing with respect to Letters of Credit.

     LC Reserve — the aggregate of all LC Obligations, other than (a) those that have been Cash Collateralized, and (b) if no Default or Event of Default exists, those constituting charges owing to Issuing Bank.

     Lender Indemnitees — Lenders and their Related Parties.

     Lenders — as defined in the first paragraph of this Agreement, including Agent in its capacity as a provider of Swingline Loans and any other Person who hereafter becomes a “Lender” pursuant to an Assignment and Acceptance.

     Lending Office — the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrowers and Agent.

     Letter of Credit — any standby or documentary letter of credit issued by Issuing Bank for the account of a Borrower, or any indemnity, guarantee, exposure transmittal memorandum or similar form of credit support issued by Agent or Issuing Bank for the benefit of a Borrower pursuant to Section 2.3.

     Letter-of-Credit Right — as defined in the UCC.

     LIBOR Loan — each set of LIBOR Revolver Loans having a common length and commencement of Interest Period.

     LIBOR Revolver Loan — a Revolver Loan that bears interest based on Adjusted LIBOR.

     License — any license or agreement under which an Obligor is authorized to use Intellectual Property in connection with any manufacture, marketing, distribution or disposition of Collateral, any use of Property or any other conduct of its business.

     Licensor — any Person from whom an Obligor obtains a License for the right to use any Intellectual Property.

     Lien — any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

     Lien Waiver — an agreement, in form and substance reasonably satisfactory to Agent, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Agent to enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Inventory held by a warehouseman, processor, freight forwarder, shipper or customs broker such Person waives or subordinates any Lien it may have on the Inventory, agrees to hold any Documents in its possession relating to the Inventory as agent for Agent, and agrees to deliver the Inventory to Agent upon request; (c) for any Collateral held by a bailee, such bailee acknowledges Agent’s Lien, waives or subordinates any Lien it may have on the Collateral, and agrees to deliver the Collateral to Agent upon request; and (d) for any Collateral subject to a Licensor’s Intellectual Property rights, the Licensor grants to Agent the right, vis-à-vis such Licensor, to enforce Agent’s Liens with respect to the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License, but in any event with such changes as may be approved by Agent.

     Limited Partner - Calumet Operating, LLC, a Delaware limited liability company and direct Wholly Owned Subsidiary of the MLP Parent that holds a 90% limited partner interest in the Company.

     Loan — a Revolver Loan.

     Loan Account — the loan account established by each Lender on its books pursuant to Section 5.8.

     Loan Documents — this Agreement, Other Agreements and Security Documents.

     Loan Year — each calendar year commencing on the Closing Date and each anniversary of the Closing Date.

     Material Adverse Effect — (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent), condition (financial or otherwise) or prospects of the Consolidated Parties taken as a whole; (b) a material impairment of the ability of any Obligor to perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Obligor of any Loan Document to which it is a party.

     Material Contract — any agreement or arrangement to which a Borrower or Subsidiary is party (other than the Loan Documents) (a) that is deemed to be a material contract under any securities law applicable to such Obligor, including the Securities Act of 1933, as amended, (b) for which breach, termination, nonperformance or failure to renew could reasonably be expected to have a Material Adverse Effect, or (c) that relates to Indebtedness of such Obligor in an aggregate amount of $5,000,000 or more.

     Material Operating Unit — a unit of equipment that is integral to the processing or refining of either crude oil or other feedstocks into other types of products, and without which such processing or refining would not be possible.

     MLP General Partner – CLP or any other Person acting in the capacity as general partner of the MLP Parent.

     MLP Parent — CSPP.

     MLP Partnership Agreement – the partnership agreement of the MLP Parent, including all amendments thereto, as filed with the SEC in connection with the MLP Parent’s disclosure obligations pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

     Moody’s — Moody’s Investors Service, Inc., and its successors and assigns.

     Mortgage Instrument — as defined in the Sixth Amendment.

     Mortgage Policies — as defined in the Sixth Amendment.

     Mortgaged Property — as defined in the Sixth Amendment.

     Multiemployer Plan — any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Company or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

     Net Cash Proceeds — the aggregate cash or Cash Equivalents proceeds received by any Obligor in respect of any Disposition or Involuntary Disposition, net of (a) direct costs incurred in connection therewith (including legal, accounting and investment banking fees, and sales commissions), (b) Taxes paid or payable as a result thereof and (c) in the case of any Disposition, the amount necessary to retire any Indebtedness secured by a Permitted Lien (ranking senior to any Lien of Agent) on the related Property; it being understood that “Net Cash Proceeds” shall include, without limitation, any cash or Cash Equivalents received upon the sale or other disposition of any non-cash consideration received by any such Consolidated Party in any Disposition or Involuntary Disposition.

     NOLV Percentage — the net orderly liquidation value of Inventory, expressed as a percentage, expected to be realized at an orderly, negotiated sale held within a reasonable period of time, net of all related commissions, fees and expenses, as determined from the most recent appraisal of Borrowers’ Inventory performed by an appraiser and on terms satisfactory to Agent.

     Notes — each Revolver Note, Term Note or other promissory note executed by a Borrower to evidence any Obligations.

     Notice of Borrowing — a loan notice to be provided by Borrower Agent to request the funding of a Borrowing of Revolver Loans, in substantially the form attached hereto as Exhibit E or such other form as reasonably requested by Agent.

     Notice of Conversion/Continuation — a loan notice to be provided by Borrower Agent to request a conversion or continuation of any Loans as LIBOR Loans, in substantially the form attached hereto as Exhibit E or such other form as reasonably requested by Agent.

     Obligations — all (a) principal of and premium, if any, on the Loans, (b) LC Obligations and other obligations of Obligors with respect to Letters of Credit, (c) interest, expenses, fees and other sums payable by Obligors under Loan Documents, (d) obligations of Obligors under any indemnity for Claims, (e) Extraordinary Expenses, (f) Bank Product Indebtedness, and (g) other Indebtedness, obligations and liabilities of any kind owing by Obligors pursuant to the Loan Documents, whether now existing or hereafter arising, whether evidenced by a note or other writing, whether allowed in any proceeding under any Debtor Relief Law, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several.

     Obligor — each Borrower, Guarantor, or other Person that is liable for payment of any Obligations or that has granted a Lien in favor of Agent on its assets to secure any Obligations. For the avoidance of doubt, the general partner of a limited partnership that is a Consolidated Party shall not be deemed to be an Obligor solely due to its capacity as general partner.

     Obligor Materials — materials and/or information provided by or on behalf of Obligors under this Agreement.

     Operating – as defined in the first paragraph of this Agreement.

     Operating Lease — as applied to any Person, any lease (including leases which may be terminated by the lessee at any time) of any Property (whether real, personal or mixed) which is not a Capital Lease other than any such lease in which that Person is the lessor.

     Ordinary Course of Business — with respect to any Person, the ordinary course of business of such Person, consistent with past practices and undertaken in good faith (and not for the purpose of evading any provision of a Loan Document).

     Organization Documents — (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

     OSHA — the Occupational Safety and Health Act of 1970, as amended.

     Other Agreement — each Note; LC Document; Fee Letter; the Sixth Amendment Fee Letter, Lien Waiver; Intercreditor Agreement; Borrowing Base Certificate, Compliance Certificate, financial statement or report delivered hereunder; or other document, instrument or agreement (other than this Agreement or a Security Document) now or hereafter delivered by an Obligor or other Person to Agent or a Lender in connection with any transactions contemplated by the Loan Documents.

     Other Taxes — all present or future stamp or documentary Taxes or any other excise or Property Taxes, charges or similar levies (other than Excluded Taxes) arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

     Overadvance — as defined in Section 2.1.5.

     Overadvance Loan — a Base Rate Revolver Loan made when an Overadvance exists or is caused by the funding thereof.

     Participant — as defined in Section 13.2.

     Patriot Act — the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. No. 107-56, 115 Stat. 272 (2001), as it may be amended.

     Payment Intangible — as defined in the UCC.

     Payment Item — each check, draft or other item of payment payable to a Borrower, including those constituting proceeds of any Collateral.

     PBGC — the United States Pension Benefit Guaranty Corporation.

     PENRECO Acquisition — the acquisition of PENRECO by the MLP Parent pursuant to the PENRECO Acquisition Agreement.

     PENRECO Acquisition Agreement — that certain Agreement with Respect to the Sale of Partnership Interests in PENRECO dated as of October 19, 2007, by and among the MLP Parent or its permitted assigns and the PENRECO Sellers, together with all exhibits and schedules thereto.

     PENRECO Acquisition Documents — the PENRECO Acquisition Agreement and all other agreements, instruments and documents executed and delivered in connection with the PENRECO Acquisition Agreement.

     PENRECO Sellers — collectively, ConocoPhillips Company, a Delaware corporation, and M.E. Zukerman Specialty Oil Corporation, a Delaware corporation.

     PENRECO Transaction — collectively, (a) the consummation of the PENRECO Acquisition, (b) the entering into by the Obligors of the Loan Documents, the PP&E Credit Agreement and the Related Documents to which they are or are intended to be a party, (c) the refinancing of the outstanding Indebtedness of the MLP Parent and its Subsidiaries under the Existing PP&E Credit Agreement and the termination of all commitments with respect thereto, (d) all related financings, equity contributions and other transactions by the Borrowers related thereto, and (e) the payment of the fees and expenses incurred in connection with the consummation of the foregoing.

     Pension Plan — any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by the Company or any ERISA Affiliate or to which the Company or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years.

     Permitted Acquisition — an Acquisition permitted pursuant to the terms of Section 10.2.2.

     Permitted Investments — as defined in Section 10.2.2.

     Permitted Lien — Liens in respect of Property of the Consolidated Parties permitted to exist pursuant to the terms of Section 10.2.1.

     Person — any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

     Plan — any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by any Borrower or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.

     Platform — IntraLinks or another similar electronic system.

     PP&E Agent — Bank of America, in its capacity as administrative agent under the PP&E Credit Agreement and the other PP&E Loan Documents.

     PP&E Borrowers — the Company and any other Person that becomes a borrower under the PP&E Credit Agreement in accordance with the terms thereof.

     PP&E Cap Amount — an amount equal to (A) $560,000,000 minus (B) all payments and prepayments of the principal amount of the PP&E Obligations made after the Amendment No. 6 Effective Date.

     PP&E Commitment — has the meaning specified for the term “Commitment” in the PP&E Credit Agreement.

     PP&E Credit Agreement — that certain Credit Agreement dated as of January ___, 2008, among the Company, as borrower thereunder, certain of the Affiliates of the Company, as guarantors thereunder, the PP&E Lenders and the PP&E Agent.

     PP&E Proceeds Account — that certain segregated deposit account of the Company with Bank of America created to hold the proceeds of the PP&E Priority Collateral, together with any replacement deposit account created to serve the same purpose.

     PP&E Lender and PP&E Lenders — have the meanings specified for the terms “Lender” and “Lenders,” respectively, in the PP&E Credit Agreement.

     PP&E Loan Documents — has the meaning specified for the term “Loan Documents” in the PP&E Credit Agreement.

     PP&E Obligations — has the meaning specified for the term “Secured Obligations” in the PP&E Security Agreement.

     PP&E Priority Collateral — has the meaning specified for the term “Term Loan Priority Collateral” in the Intercreditor Agreement.

     PP&E Secured Parties — the holders of the PP&E Obligations.

     PP&E Security Agreement — has the meaning specified for the term “Security Agreement” in the PP&E Credit Agreement.

     Priority Collateral — all “Working Capital Priority Collateral” as defined in the Intercreditor Agreement (other than Excluded Property), including, upon the payment in full of the PP&E Obligations and the termination of the PP&E Commitment, all PP&E Priority Collateral (other than Excluded Property).

     Pro Forma Basis — means, in connection with the calculation as of the applicable Calculation Date (utilizing the principles set forth in Section 1.2) of the Consolidated Leverage Ratio and/or the Consolidated Interest Coverage Ratio in respect of a proposed transaction (a “Specified Transaction”) as of the date on which such Specified Transaction is to be effected, the making of such calculation after giving effect on a pro forma basis to:

     (a) the consummation of such Specified Transaction as of the first day of the applicable Calculation Period;

     (b) the assumption, incurrence or issuance of any Indebtedness by any of the Consolidated Parties (including any Person which became a Subsidiary pursuant to or in connection with such Specified Transaction) in connection with such Specified Transaction, as if such Indebtedness had been assumed, incurred or issued (and the proceeds thereof applied) on the first day of such Calculation Period (with any such Indebtedness bearing interest at a floating rate being deemed to have an implied rate of interest for the applicable period equal to the rate which is or would be in effect with respect to such Indebtedness as of the applicable Calculation Date);

     (c) the permanent repayment, retirement or redemption of any Indebtedness (other than revolving Indebtedness, except to the extent accompanied by a permanent commitment reduction) by any of the Consolidated Parties (including any Person which became a Subsidiary pursuant to or in connection with such Specified Transaction) in connection with such Specified Transaction, as if such Indebtedness had been repaid, retired or redeemed on the first day of such Calculation Period;

     (d) other than in connection with such Specified Transaction, any assumption, incurrence or issuance of any Indebtedness by any of the Consolidated Parties during the period beginning with the first day of the applicable Calculation Period through and including the applicable Calculation Date, as if such Indebtedness had been assumed, incurred or issued (and the proceeds thereof applied) on the first day of such Calculation Period (with any such Indebtedness bearing interest at a floating rate being deemed to have an implied rate of interest for the applicable period equal to the weighted average of the interest rates actually in effect with respect to such Indebtedness during the portion of such period that such Indebtedness was outstanding); and

     (e) other than in connection with such Specified Transaction, the permanent repayment, retirement or redemption of any Indebtedness (other than

revolving Indebtedness, except to the extent accompanied by a permanent commitment reduction) by any of the Consolidated Parties during the period beginning with the first day of the applicable Calculation Period through and including the applicable Calculation Date, as if such Indebtedness had been repaid, retired or redeemed on the first day of such Calculation Period.

     Pro Forma Compliance Certificate — a certificate of a Senior Officer of the Borrower Agent or its general partner delivered to Agent in connection with Specified Transaction, such certificate to contain reasonably detailed calculations satisfactory to Agent, upon giving effect to the applicable Specified Transaction on a Pro Forma Basis, of the Consolidated Leverage Ratio and/or the Consolidated Interest Coverage Ratio for the applicable Calculation Period.

     Pro Rata — with respect to any Lender, a percentage (expressed as a decimal, rounded to the ninth decimal place) determined (a) while Revolver Commitments are outstanding, by dividing the amount of such Lender’s Revolver Commitment by the aggregate amount of all Revolver Commitments; and (b) at any other time, by dividing the amount of such Lender’s Loans by the aggregate amount of all outstanding Loans.

     Property — any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

     Proposed Acquisition — the acquisition by the MLP Parent and one or more of its Subsidiaries of all or a part of three specialty hydrocarbon products processing and distribution facilities in Europe and a specialty products processing facility in the United States (all or a part of any of such assets, the “Proposed Target Assets”), either directly or pursuant to the acquisition by the MLP Parent or one or more of its Subsidiaries of all of the Equity Interests of the Person that is the owner of such Proposed Target Assets as further described on pages S-4 and S-5 of the Prospectus Supplement of the MLP Parent filed with the Securities and Exchange Commission on November 9, 2007.

     Proposed Acquisition Agreement — the acquisition agreement (including all schedules and exhibits thereto) regarding the Proposed Target Assets.

     Proposed Acquisition Conditions – each of the following:

     (i) Consolidated Leverage Ratio. The Agent shall have received satisfactory evidence that, after giving effect to both the PENRECO Acquisition and the Proposed Acquisition on a Pro Forma Basis, the Consolidated Leverage Ratio for the twelve month period ended on the last day of the most recent fiscal quarter ended immediately prior to the closing date of the Proposed Acquisition was not greater than 3.00 to 1.00;

     (ii) Availability. After giving effect to the Proposed Acquisition, Availability shall be no less than $100,000,000 as of the closing date of the Proposed Acquisition after giving effect to the Proposed Transaction;

     (iii) Loan Documents, etc. The Agent shall have received such joinder agreements and/or guarantee agreements as Agent shall require executed by any new Domestic Subsidiaries of the MLP Parent acquired in connection with, or formed to hold assets acquired in connection with, the Proposed Acquisition, in each case properly executed by a Senior Officer of the signing Person and all other items in respect of the Equity Interests or Property acquired in such Proposed Acquisition required to be delivered by the terms of Section 10.1.13 and/or Section 10.1.14;

     (iv) Continued Accuracy of Representations and Warranties. The representations and warranties made by the Obligors in any Loan Document shall be true and correct in all material respects at and as if made as of the date of such Proposed Acquisition (after giving effect thereto) except to the extent such representations and warranties expressly relate to an earlier date;

     (v) No Default or Event of Default. No Default or Event of Default shall exist immediately prior to or immediately after the consummation of the Proposed Acquisition;

     (vi) Due Diligence Matters. Agent shall have completed and received all due diligence materials with respect to such Person as Agent may reasonably request, in form and substance satisfactory to Agent in its discretion;

     (vii) Non-Hostile. In the case of an acquisition of the Equity Interests of another Person, the board of directors (or other comparable governing body) of such other Person shall have duly approved such Proposed Acquisition; and

     (viii) Satisfactory Documentation. The Borrowers shall have delivered to the Agent all Proposed Acquisition Documents in connection with the Proposed Acquisition, which documents shall be satisfactory to the Agent.

     Proposed Acquisition Documents — the Proposed Acquisition Agreement and all other agreements, instruments and documents executed and delivered in connection with the Proposed Acquisition.

     Proposed Acquisition Effective Date — the first date upon which the Proposed Acquisition Conditions have been satisfied or waived in accordance herewith.

     Proposed Target Assets — as specified in the definition of “Proposed Acquisition.”

     Proposed Transaction — collectively, (a) the consummation of the Proposed Acquisition, (b) the funding of all financings, equity contributions and other transactions related thereto and (c) the payment of the fees and expenses incurred in connection with the consummation of the foregoing.

     Protective Advances — as defined in Section 2.1.6.

     Purchase Money Lien — a Lien that secures Indebtedness permitted by Section 10.2.3(e) encumbering only the fixed assets acquired with such Indebtedness and constituting a Capital Lease or a purchase money security interest under the UCC.

     Real Estate — at any time, a collective reference to each of the facilities and real Properties owned, leased or operated by the Consolidated Parties at such time.

     Refinery Properties — a collective reference to each of the refinery facilities owned and operated by the Consolidated Parties and located in Princeton, Louisiana, Cotton Valley, Louisiana and Shreveport, Louisiana, respectively, and each of the specialty hydrocarbon processing facilities located in Karns City, Pennsylvania and Dickinson, Texas that are being acquired by the Borrowers in connection with the PENRECO Acquisition, and “Refinery Property” means any such facility.

     Registered Public Accounting Firm — as specified in the applicable Securities Laws and shall be independent of Obligors as prescribed by the Securities Laws.

     Regulation D — Regulation D of the FRB, as in effect from time to time and any successor or other regulation or official interpretation of the FRB, and all official rulings and interpretations thereunder or thereof.

     Reimbursement Date — as defined in Section 2.3.2.

     Related Documents – collectively, the PENRECO Acquisition Agreement and the other PENRECO Acquisition Documents.

     Related Party — with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

     Rent and Costs Reserve — the aggregate of (a) all past due rent and other amounts owing by an Obligor to any landlord, warehouseman, processor, repairman, mechanic, freight forwarder, shipper, pipeline or barge owner or operator, or other Person who possesses or handles any Collateral or could assert a Lien on any Collateral; and (b) a reserve at least equal to three months rent and other charges of any such Person, unless such Person has executed a Lien Waiver.

     Report — as defined in Section 12.2.3.

     Reportable Event — any event set forth in Section 4043(b) of ERISA.

     Reporting Trigger Event — the occurrence of any of the following: (a) Availability falls below $50,000,000 or (b) a Default or Event of Default.

     Required Financial Information — with respect to each fiscal period or quarter of the Consolidated Parties, (a) the financial statements required to be delivered pursuant to Section 10.1.1(a), (b) or (c) for such fiscal period or quarter, and (b) the certificate of a Senior Officer of the Borrower Agent or its general partner required by Section 10.1.2(b) to be delivered with the financial statements described in clause (a) above.

     Required Lenders — Lenders (subject to Section 4.2) having (a) Revolver Commitments in excess of 50% of the aggregate Revolver Commitments; and (b) if the Revolver Commitments have terminated, Loans and participations in L/C Obligations in excess of 50% of all outstanding Loans and L/C Obligations.

     Restricted Payment — with respect to any Person, any dividend or other distribution (whether in cash, securities or other property) with respect to any Capital Stock of such Person or any of its Subsidiaries, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Capital Stock, or on account of any return of capital to such Person’s stockholders, partners or members (or the equivalent of any thereof), or any option, warrant or other right to acquire any such dividend or other distribution or payment.

     Revolver Commitment — for any Lender, its obligation to make Revolver Loans and to participate in LC Obligations up to the maximum principal amount shown on Schedule 1.1A (as such Schedule may be amended or replaced from time to time), or as specified hereafter in the most recent Assignment and Acceptance to which it is a party. “Revolver Commitments” means the aggregate amount of such commitments of all Lenders, as such amount may be increased from time to time in accordance with Section 2.2. The Revolver Commitments as of the Amendment No. 6 Effective Date total $375,000,000.

     Revolver Loan – any General Revolver Loan, Distribution Revolver Loan, Swingline Loan, Overadvance Loan or Protective Advance.

     Revolver Termination Date – January ___, 2013.

     Royalties — all royalties, fees, expense reimbursement and other amounts payable by a Borrower under a License.

     S&P — Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors and assigns.

     Sale and Leaseback Transaction — any arrangement pursuant to which any Consolidated Party, directly or indirectly, becomes liable as lessee, guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any Property (a) which such Consolidated Party has sold or transferred (or is to sell or transfer) to a Person which is not a Consolidated Party or (b) which such Consolidated Party intends to use for substantially the same purpose as any other Property which has

been sold or transferred (or is to be sold or transferred) by such Consolidated Party to another Person which is not a Consolidated Party in connection with such lease.

     Sarbanes-Oxley — the Sarbanes-Oxley Act of 2002, as amended.

     Secured Crack Spread Hedge Agreement — any Crack Spread Hedge Agreement that is permitted to be incurred pursuant to Section 10.2.3(d).

     Secured Parties — Agent, Issuing Bank, Lenders and providers of Bank Products.

     Securities Laws — the Securities Act of 1933, the Securities Exchange Act of 1934, as amended, Sarbanes-Oxley and the applicable accounting and auditing principles, rules, standards and practices promulgated, approved or incorporated by the SEC or the Public Company Accounting Oversight Board, as each of the foregoing may be amended and in effect on any applicable date hereunder.

     Securitization Transaction — any financing transaction or series of financing transactions (including factoring arrangements) pursuant to which a Person may sell, convey or otherwise transfer, or grant a security interest in, accounts, payments, receivables, rights to future lease payments or residuals or similar rights to payment to a third party financial institution or a special purpose subsidiary or Affiliate of such Person and such transaction involving a special purpose subsidiary or Affiliate is related to a second step sale to or other financing of such property by a third party financial institution.

     Security Agreement — that certain Security and Pledge Agreement dated as of the Closing Date among the Obligors party thereto from time to time and Agent.

     Security Documents — each Guarantee, each Mortgage Instrument, the Security Agreement, all Deposit Account Control Agreements, and all other documents, instruments and agreements now or hereafter securing (or given with the intent to secure) any Obligations.

     Senior Officer — with respect to any Person, the chief executive officer, president, chief financial officer, treasurer or assistant treasurer of such Person. Any document delivered hereunder that is signed by a Senior Officer of a Person shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Person and such Senior Officer shall be conclusively presumed to have acted on behalf of such Person.

     Settlement Report — a report delivered by Agent to Lenders summarizing the Revolver Loans and participations in LC Obligations outstanding as of a given settlement date, allocated to Lenders on a Pro Rata basis in accordance with their Revolver Commitments.

     Shreveport Initiatives – (a) the current expansion of the manufacturing capacity of the refinery owned and operated by one or more of the Borrowers and located in Shreveport, Louisiana to be completed in fiscal year 2008 and (b) any further expansion thereof or optimization of the production thereof.

     Sixth Amendment – that certain Sixth Amendment and Credit Agreement dated as of the Amendment No. 6 Effective Date by and among the Borrowers, the Lenders and the Agent.

     Sixth Amendment Fee Letter — means that certain Amended and Restated Fee letter dated November 27, 2007 among the Company, the Agent and the Arranger.

     Solvent or Solvency - with respect to any Person as of a particular date, that on such date (a)such Person is able to pay its debts and other liabilities, contingent obligations and other commitments as they mature in the Ordinary Course of Business, (b) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature in their ordinary course, (c) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s Property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such Person is engaged or is to engage, (d) the fair value of the Property of such Person is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person and (e) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured. In computing the amount of contingent liabilities at any time, it is intended that such liabilities will be computed at the amount which, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

     Specified Transaction — as defined in the definition of “Pro Forma Basis” as set forth in this Section 1.1.

     Springing Dominion Account — (a) with respect to the Company, account number ###-###-#### held at Bank of America established by Agent in its name and under its sole and exclusive control at its offices in Dallas, Texas designated as “Calumet Lubricants Co., L.P.”, (b) with respect to CSF, account number ###-###-#### held at Bank of America established by Agent in its name and under its sole and exclusive control at its offices in Dallas, Texas designated as “Calumet Shreveport Fuels, LLC”, (c) with respect to CSLW, account number ###-###-#### held at Bank of America established by Agent in its name and under its sole and exclusive control at its offices in Dallas, Texas designated as “Calumet Shreveport Lubricants & Waxes, LLC”, and (d) any other account established by Bank of America to receive funds from a lockbox account or other account of any Obligor.

     Statutory Reserves — the percentage (expressed as a decimal) established by the FRB as the then stated maximum rate for all reserves (including those imposed by Regulation D, all basic, emergency, supplemental or other marginal reserve requirements, and any transitional adjustments or other scheduled changes in reserve requirements) applicable to any member bank of the Federal Reserve System in respect of Eurocurrency Liabilities, as defined by the FRB (or any successor category of liabilities under Regulation D).

     Subordinated Indebtedness — Indebtedness incurred by a Borrower that is expressly subordinate and junior in right of payment to Full Payment of all Obligations, and is on terms (including maturity, interest, fees, repayment, covenants and subordination) satisfactory to Agent.

     Subsidiary — with respect to any Person, means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the             shares of Equity Interests having ordinary voting power for the election of directors or other governing body (other than Equity Interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the MLP Parent.

     Substantial Adverse Effect – has the meaning for the term “Substantial Adverse Effect” in the PENRECO Acquisition Agreement.

     Supporting Obligation — as defined in the UCC.

     Swap Contract — (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

     Swap Termination Value — in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to

such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

     Swingline Loan — any Borrowing of Base Rate Revolver Loans funded with Agent’s funds, until such Borrowing is settled among Lenders pursuant to Section 4.1.3.

     Synthetic Lease Obligation — the monetary obligation of a Person under (a)a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of Property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

     Taxes — any taxes, levies, imposts, duties, fees, assessments, deductions, withholdings or other charges of whatever nature, including income, receipts, excise, property, sales, use, transfer, license, payroll, withholding, social security, franchise, intangibles, stamp or recording taxes imposed by any Governmental Authority, and all interest, penalties and similar liabilities relating thereto.

     Terminal Property — the terminal facility owned and operated by the Company and located in Burhnam, Illinois.

     Threshold Amount — $15,000,000.

     Transferee — any actual or potential Eligible Assignee, Participant or other Person acquiring an interest in any Obligations.

     Type — any type of a Loan (i.e., Base Rate Loan or LIBOR Loan) that has the same interest option and, in the case of LIBOR Loans, the same Interest Period.

     UCC — the Uniform Commercial Code as in effect in the State of New York or, when the laws of any other jurisdiction govern the perfection or enforcement of any Lien, the Uniform Commercial Code of such jurisdiction.

     Unused Line Fee Percentage — for any Type of Loan, the per annum rate set forth below, as determined based on the Utilization for the preceding month:

						Unused Line Fee
Level				Utilization		Percentage
I				> 50%			0.250	%
II				> 25% and £ 50%			0.375	%
III				£ 25%			0.500	%

     Utilization — the percentage obtained by dividing the average daily balance of Revolver Loans and stated amount of Letters of Credit during any month by the Revolver Commitments in effect during such month.

     Value — (a) with respect to Eligible Category B Inventory and work-in-process fuel Inventory, the value of Inventory determined by Agent in good faith on the basis of the lower of cost or market, calculated on a first-in, first-out basis, and (b) with respect to Eligible Category A Inventory comprised of crude and finished fuel Inventory, the market value of such Inventory as determined by Platt’s Oilgram for Gulf Coast Deliveries.

     Voting Stock — with respect to any Person, Equity Interests issued by such Person the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though the right so to vote has been suspended by the happening of such a contingency.

     Wholly Owned Subsidiary — with respect to any Person, any other Person 100% of whose Equity Interests are at the time owned by such Person directly or indirectly through other Persons 100% of whose Equity Interests are at the time owned, directly or indirectly, by such Person.

     1.2 Accounting Terms.

     1.2.1 Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations, but excluding Borrowing Base calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements; provided, however, that calculations of Attributable Indebtedness under any Synthetic Lease Obligations or the implied interest component of any Synthetic Lease Obligations shall be made by the Borrower in accordance with accepted financial practice and consistent with the terms of such Synthetic Lease Obligations.

     1.2.2 Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrowers or the Required Lenders shall so request, Agent, the Lenders and the Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the

Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrowers shall provide to Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

     1.2.3 Effect of Dispositions and Acquisitions. Notwithstanding the above, the parties hereto acknowledge and agree that, for purposes of all calculations made of the Consolidated Leverage Ratio and/or the Consolidated Interest Coverage Ratio (including without limitation for purposes of the financial covenants set forth in Section 10.3 and the definitions of “Pro Forma Basis” set forth in Section 1.1), (i) after consummation of any Disposition (A) income statement items (whether positive or negative) and capital expenditures attributable to the Property disposed of shall be excluded and (B) Indebtedness which is retired shall be excluded and deemed to have been retired as of the first day of the applicable period and (ii) after consummation of any Acquisition (A) income statement items (whether positive or negative) and capital expenditures attributable to the Person or Property acquired shall, to the extent not otherwise included in such income statement items for the Consolidated Parties in accordance with GAAP or in accordance with any defined terms set forth in Section 1.1, be included to the extent relating to any period applicable in such calculations, (B) to the extent not retired in connection with such Acquisition, Indebtedness of the Person or Property acquired shall be deemed to have been incurred as of the first day of the applicable period.

     1.2.4 Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Consolidated Parties or to the determination of any amount for the Consolidated Parties on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the MLP Parent is required to consolidate pursuant to FASB Interpretation No. 46 — Consolidation of Variable Interest Entities: an interpretation of ARB No. 51 (January 2003) as if such variable interest entity were a Subsidiary as defined herein.

     1.3 Certain Matters of Construction. The terms “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. Any pronoun used shall be deemed to cover all genders. In the computation of periods of time from a specified date to a later specified date, “from” means “from and including,” and “to” and “until” each mean “to but excluding.” The terms “including” and “include” shall mean “including, without limitation” and, for purposes of each Loan Document, the parties agree that the rule of ejusdem generis shall not be applicable to limit any provision. Section titles appear as a matter of convenience only and shall not affect the interpretation of any Loan Document. All references to (a) laws or statutes include all related rules, regulations, interpretations, amendments and successor provisions; (b) any document, instrument or agreement include any amendments, waivers and other modifications, extensions or renewals (to the extent permitted by the Loan Documents); (c) any section mean, unless the context otherwise requires, a section of this Agreement; (d) any exhibits or schedules mean, unless the context otherwise requires, exhibits and schedules attached hereto, which are hereby

incorporated by reference; (e) any Person include successors and assigns; (f) time of day mean time of day at Agent’s notice address under Section 14.4.1; or (g) discretion of Agent, Issuing Bank or any Lender mean the sole and absolute discretion of such Person. All calculations of Value, fundings of Loans, issuances of Letters of Credit and payments of Obligations shall be in Dollars and, unless the context otherwise requires, all determinations (including calculations of Borrowing Base and financial covenants) made from time to time under the Loan Documents shall be made in light of the circumstances existing at such time. Borrowing Base calculations shall be made in a manner consistent with historical methods of valuation and calculation, and otherwise satisfactory to Agent (and not necessarily in accordance with GAAP). Borrowers shall have the burden of establishing any alleged negligence, misconduct or lack of good faith by Agent, Issuing Bank or any Lender under any Loan Documents. No provision of any Loan Documents shall be construed against any party by reason of such party having, or being deemed to have, drafted the provision. Whenever the phrase “to the best of Borrowers’ knowledge” or words of similar import are used in any Loan Documents, such phrase means actual knowledge of a Senior Officer, or knowledge that a Senior Officer would have obtained if he or she had engaged in good faith and diligent performance of his or her duties, including reasonably specific inquiries of employees or agents and a good faith attempt to ascertain the matter to which such phrase relates.

SECTION 2 CREDIT FACILITIES

     2.1 Revolver Commitment.

     2.1.1 Revolver Loans. Each Lender agrees, severally on a Pro Rata basis up to its Revolver Commitment, on the terms set forth herein, to make Revolver Loans to Borrowers from time to time through the Commitment Termination Date. In no event shall Lenders have any obligation to honor a request for a Revolver Loan if the unpaid balance of Revolver Loans outstanding at such time (including the requested Loan) would exceed the Borrowing Base. Each Lender agrees, severally on a Pro Rata basis, on the terms set forth herein, to make certain Revolver Loans (the “General Revolver Loans”) to Borrowers from time to time through the Commitment Termination Date for the purposes set forth in Section 2.1.3. In no event shall Lenders have any obligation to honor a request for a General Revolver Loan if the unpaid balance of General Revolver Loans outstanding at such time (including the requested Loan) plus total LC Obligations would exceed the aggregate Revolver Commitments. Each Lender agrees, severally on a Pro Rata basis, on the terms set forth herein, to make certain Revolver Loans (the “Distribution Revolver Loans”) to Borrowers from time to time through the Commitment Termination Date for the purposes set forth in Section 2.1.3. In no event shall Lenders have any obligation to honor a request for a Distribution Revolver Loan if the unpaid balance of Distribution Revolver Loans outstanding at such time (including the requested Loan) would exceed the difference of (a) the Distribution Revolver Loan Committed Amount minus (b) the amount by which the sum of (1) the outstanding principal balance of General Revolver Loans and (2) the amount available for drawing under Letters of Credit hereunder, exceeds $325,000,000 plus the outstanding principal amount of any

loan advanced pursuant to the Incremental Revolving Facility. The Revolver Loans may be repaid and reborrowed as provided herein.

     2.1.2 Revolver Notes. The Revolver Loans made by each Lender and interest accruing thereon shall be evidenced by the records of Agent and such Lender. At the request of any Lender, Borrowers shall deliver a General Revolver Note and/or a Distribution Revolver Note to such Lender.

     2.1.3 Use of Proceeds. The proceeds of General Revolver Loans shall be used by Borrowers solely (a) to finance the PENRECO Acquisition (and costs and expenses related thereto) on the Amendment No. 6 Effective Date; (b) to satisfy existing Indebtedness of the Company and its Subsidiaries; (c) to pay fees and transaction expenses associated with the closing of the Sixth Amendment; (d) to pay Obligations in accordance with this Agreement; and (e) for working capital and other lawful corporate purposes of Borrowers, including Permitted Acquisitions, other than making any Restricted Payment. The proceeds of Distribution Revolver Loans shall be used by Borrowers (i) in the same manner or for the same purpose for which General Revolver Loans may be used as described hereinabove, and (ii) for the purpose of making Restricted Payments permitted by Section 10.2.6 hereof.

     2.1.4 Voluntary Reduction or Termination of Revolver Commitments.

     (a) The Revolver Commitments shall terminate on the Revolver Termination Date, unless sooner terminated in accordance with this Agreement. At any time, Borrowers may, at their option, terminate the Revolver Commitments and this credit facility. Any notice of termination given by Borrowers shall be irrevocable. On the Commitment Termination Date, Borrowers shall make Full Payment of all Obligations.

     (b) Borrowers may permanently reduce the Revolver Commitments, on a Pro Rata basis for each Lender, from time to time upon written notice to Agent, which notice shall specify the amount of the reduction, shall be irrevocable once given, shall be given at least five Business Days prior to the end of a month and shall be effective as of the first day of the next month. Each reduction shall be in a minimum amount of $10,000,000, or an increment of $1,000,000 in excess thereof.

     2.1.5 Overadvances. If the aggregate Revolver Loans exceed the Borrowing Base (“Overadvance”) or the aggregate Revolver Commitments at any time, the excess amount shall be payable by Borrowers on demand by Agent, but all such Revolver Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority is revoked in writing by Required Lenders, Agent may require Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no Event of Default other than an Event of Default created by the existence of an Overadvance is known to Agent, provided that (i) no Overadvance may continue for more than 30 consecutive days and no additional Overadvance Loans may be required for at least five consecutive days following the termination of the preceding Overadvance), and (ii) the Overadvance is not known by Agent to exceed $20,000,000; and (b) regardless of whether an Event of Default exists, if Agent discovers an Overadvance not previously known by it to exist, as long as from the date of such discovery the Overadvance (i) is not increased by more than $10,000,000 (provided that the aggregate amount of all Overadvances shall not exceed $20,000,000), and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause the outstanding Revolver Loans and LC Obligations to exceed the aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby. In no event shall any Borrower or other Obligor be deemed a beneficiary of this Section nor authorized to enforce any of its terms.

     2.1.6 Protective Advances. Agent shall be authorized, in its discretion, at any time that a Default or Event of Default exists or any conditions in Section 6 are not satisfied, and without regard to the aggregate Commitments, to make Base Rate Revolver Loans (“Protective Advances”) (a) up to an aggregate amount of $15,000,000 outstanding at any time, if Agent deems such Loans necessary or desirable to preserve or protect any Collateral, or to enhance the collectibility or repayment of Obligations; or (b) to pay any other amounts chargeable to Obligors under any Loan Documents, including costs, fees and expenses. All Protective Advances shall be Obligations, secured by the Collateral, and shall be treated for all purposes as Extraordinary Expenses. Each Lender shall participate in each Protective Advance on a Pro Rata basis. Required Lenders may at any time revoke Agent’s authorization to make further Protective Advances by written notice to Agent. Absent such revocation, Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive.

     2.2 Incremental Availability.

     Subject to the terms and conditions set forth herein, Borrowers shall have the right, at any time prior to the fourth anniversary of the Amendment No. 6 Effective Date (but not more than once) to incur additional Indebtedness under this Agreement in the form of an increase to the Revolver Commitments (the “Incremental Revolving Facility”) by an aggregate amount of up to $50,000,000; provided, that no Default or Event of Default shall have occurred and be continuing. The following terms and conditions shall apply to the Incremental Revolving Facility: (i) the loans made under the Incremental

Revolving Facility shall constitute Obligations and will be secured and guaranteed with the other Obligations on a pari passu basis, (ii) such Incremental Revolving Facility shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (iii) Borrowers shall execute a Note in favor of any new Lender or any existing Lender requesting a Note whose Revolver Commitment is increased, (iv) the conditions in Section 6.2 shall have been satisfied, (v) Agent shall have received evidence that all requisite corporate action and proceedings in connection with the Incremental Revolving Facility shall have been taken which evidence shall be in form and substance satisfactory to Agent and (vi) Agent shall have received from Borrowers and Guarantors such other customary documentation as it deems reasonably necessary. Participation in the Incremental Revolving Facility shall be offered first to each of the existing Lenders, but each such Lender shall have no obligation to provide all or any portion of the Incremental Revolving Facility. If the amount of the Incremental Revolving Facility requested by Borrowers shall exceed the commitments which the existing Lenders are willing to provide with respect to such Incremental Revolving Facility, then Borrowers may invite other banks, financial institutions and investment funds reasonably acceptable to Agent to join this Agreement as Lenders hereunder for the portion of such Incremental Revolving Facility not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder or assignment agreements to give effect thereto as Agent may reasonably request. Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Agreement or any other document as may be necessary to incorporate the terms of any new Incremental Revolving Facility therein. Any loans made pursuant to the Incremental Revolver Facility shall have the same terms (including, but not limited to, interest rate, maturity date, voting rights and rights to receive the proceeds of prepayments) as the existing Revolver Loans and shall be considered Revolver Loans hereunder.

     2.3 Letter of Credit Facility.

     2.3.1 Issuance of Letters of Credit. Issuing Bank agrees to issue Letters of Credit from time to time until 30 days prior to the Revolver Termination Date (or until the Commitment Termination Date, if earlier), on the terms set forth herein, including the following:

     (a) Each Borrower acknowledges that Issuing Bank’s willingness to issue any Letter of Credit is conditioned upon Issuing Bank’s receipt of an LC Application with respect to the requested Letter of Credit, as well as such other instruments and agreements as Issuing Bank may customarily require for issuance of a letter of credit of similar type and amount. Issuing Bank shall have no obligation to issue any Letter of Credit unless (i) Issuing Bank receives a LC Application at least three Business Days prior to the requested date of issuance; and (ii) each LC Condition is satisfied. If Issuing Bank receives written notice from a Lender at least one Business Day before issuance of a Letter of Credit that any LC Condition has not been satisfied, Issuing Bank shall have no obligation to issue the requested Letter of Credit (or any other) until such notice is withdrawn

in writing by that Lender or until Required Lenders have waived such condition in accordance with this Agreement. Prior to receipt of any such notice, Issuing Bank shall not be deemed to have knowledge of any failure of LC Conditions.

     (b) Letters of Credit may be requested by a Borrower only (i) to support obligations of such Borrower incurred in the Ordinary Course of Business; or (ii) for other purposes as Agent and Lenders may approve from time to time in writing. Letters of Credit may not be requested for the purpose of supporting obligations of a Consolidated Party to a counterparty providing any Secured Crack Spread Hedge Agreements. The renewal or extension of any Letter of Credit shall be treated as the issuance of a new Letter of Credit, except that delivery of a new LC Application shall be required at the discretion of Issuing Bank.

     (c) Borrowers assume all risks of the acts, omissions or misuses of any Letter of Credit by the beneficiary. In connection with issuance of any Letter of Credit, none of Agent, Issuing Bank or any Lender shall be responsible for the existence, character, quality, quantity, condition, packing, value or delivery of any goods purported to be represented by any Documents; any differences or variation in the character, quality, quantity, condition, packing, value or delivery of any goods from that expressed in any Documents; the form, validity, sufficiency, accuracy, genuineness or legal effect of any Documents or of any endorsements thereon; the time, place, manner or order in which shipment of goods is made; partial or incomplete shipment of, or failure to ship, any goods referred to in a Letter of Credit or Documents; any deviation from instructions, delay, default or fraud by any shipper or other Person in connection with any goods, shipment or delivery; any breach of contract between a shipper or vendor and a Borrower; errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, e-mail, telephone or otherwise; errors in interpretation of technical terms; the misapplication by a beneficiary of any Letter of Credit or the proceeds thereof; or any consequences arising from causes beyond the control of Issuing Bank, Agent or any Lender, including any act or omission of a Governmental Authority. The rights and remedies of Issuing Bank under the Loan Documents shall be cumulative. Issuing Bank shall be fully subrogated to the rights and remedies of each beneficiary whose claims against Borrowers are discharged with proceeds of any Letter of Credit.

     (d) In connection with its administration of and enforcement of rights or remedies under any Letters of Credit or LC Documents, Issuing Bank shall be entitled to act, and shall be fully protected in acting, upon any certification, notice or other communication in whatever form believed by Issuing Bank, in good faith, to be genuine and correct and to have been signed, sent or made by a proper Person. Issuing Bank may consult with and employ legal counsel, accountants and other experts to advise it concerning its obligations, rights and remedies, and shall be entitled to act upon, and shall be fully protected in any action taken in

good faith reliance upon, any advice given by such experts. Issuing Bank may employ agents and attorneys-in-fact in connection with any matter relating to Letters of Credit or LC Documents, and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact selected with reasonable care.

     2.3.2 Reimbursement; Participations.

     (a) If Issuing Bank honors any request for payment under a Letter of Credit, Borrowers shall pay to Issuing Bank, in Dollars on the same day (“Reimbursement Date”), the amount paid by Issuing Bank under such Letter of Credit, together with interest at the interest rate for Base Rate Revolver Loans from the Reimbursement Date until payment by Borrowers. The obligation of Borrowers to reimburse Issuing Bank for any payment made under a Letter of Credit shall be absolute, unconditional, irrevocable, and joint and several, and shall be paid without regard to any lack of validity or enforceability of any Letter of Credit or the existence of any claim, setoff, defense or other right that Borrowers may have at any time against the beneficiary. Whether or not Borrower Agent submits a Notice of Borrowing, Borrowers shall be deemed to have requested a Borrowing of Base Rate Revolver Loans in an amount necessary to pay all amounts due Issuing Bank on any Reimbursement Date and each Lender agrees to fund its Pro Rata share of such Borrowing whether or not the Commitments have terminated, an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied.

     (b) Upon issuance of a Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased from Issuing Bank, without recourse or warranty, an undivided Pro Rata interest and participation in all LC Obligations relating to the Letter of Credit. If Issuing Bank makes any payment under a Letter of Credit and Borrowers do not reimburse such payment on the Reimbursement Date, Agent shall promptly notify Lenders and each Lender shall promptly (within one Business Day) and unconditionally pay to Agent, for the benefit of Issuing Bank, the Lender’s Pro Rata share of such payment. Upon request by a Lender, Issuing Bank shall furnish copies of any Letters of Credit and LC Documents in its possession at such time.

     (c) The obligation of each Lender to make payments to Agent for the account of Issuing Bank in connection with Issuing Bank’s payment under a Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, setoff, qualification or exception whatsoever, and shall be made in accordance with this Agreement under all circumstances, irrespective of any lack of validity or unenforceability of any Loan Documents; any draft, certificate or other document presented under a Letter of Credit having been determined to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or the existence of any setoff or defense that any Obligor may have with respect to any Obligations. Issuing Bank does not assume any responsibility for any failure or delay in performance or any

breach by any Borrower or other Person of any obligations under any LC Documents. Issuing Bank does not make to Lenders any express or implied warranty, representation or guaranty with respect to the Collateral, LC Documents or any Obligor. Issuing Bank shall not be responsible to any Lender for any recitals, statements, information, representations or warranties contained in, or for the execution, validity, genuineness, effectiveness or enforceability of any LC Documents; the validity, genuineness, enforceability, collectibility, value or sufficiency of any Collateral or the perfection of any Lien therein; or the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Obligor.

     (d) No Issuing Bank Indemnitee shall be liable to any Lender or other Person for any action taken or omitted to be taken in connection with any LC Documents or this Section 2.3 except as a result of its gross negligence or willful misconduct. Issuing Bank shall not have any liability to any Lender if Issuing Bank refrains from any action under any Letter of Credit or LC Documents until it receives written instructions from Required Lenders.

     2.3.3 Cash Collateral. If any LC Obligations, whether or not then due or payable, shall for any reason be outstanding at any time (a) that an Event of Default exists, (b) that Availability is less than zero, (c) after the Commitment Termination Date, or (d) within 20 Business Days prior to the Revolver Termination Date, then Borrowers shall, at Issuing Bank’s or Agent’s request, pay to Issuing Bank the amount of all outstanding LC Obligations and Cash Collateralize all outstanding Letters of Credit. If Borrowers fail to Cash Collateralize outstanding Letters of Credit as required herein, Lenders may (and shall upon direction of Agent) advance, as Revolver Loans, the amount of the Cash Collateral required (whether or not the Commitments have terminated, an Overadvance exists, or the conditions in Section 6 are satisfied).

SECTION 3 INTEREST, FEES AND CHARGES

     3.1 Interest.

     3.1.1 Rates and Payment of Interest.

     (a) The Obligations shall bear interest (i) if a Base Rate Loan, at the Base Rate in effect from time to time, plus the Applicable Margin; (ii) if a LIBOR Loan, at the Adjusted LIBOR for the applicable Interest Period, plus the Applicable Margin; and (iii) if any other Obligation (including, to the extent permitted by law, interest not paid when due), at the Base Rate in effect from time to time, plus the Applicable Margin for Base Rate Revolver Loans. Interest shall accrue from the date the Loan is advanced or the Obligation is incurred or payable, until paid by Borrowers. If a Loan is repaid on the same day made, one day’s interest shall accrue.

     (b) During any proceeding under any Debtor Relief Law with respect to any Borrower, or during any other Event of Default if Agent or Required Lenders in their discretion so elect, Obligations shall bear interest at the Default Rate. Each Borrower acknowledges that the cost and expense to Agent and each Lender due to an Event of Default are difficult to ascertain and that the Default Rate is a fair and reasonable estimate to compensate Agent and Lenders for such added cost and expense.

     (c) Interest accrued on the Loans shall be due and payable in arrears, (i) on the first day of each month and, for any LIBOR Loan, on the last day of its Interest Period; (ii) on any date of prepayment, with respect to the principal amount of Loans being prepaid; and (iii) on the Commitment Termination Date. Interest accrued on any other Obligations shall be due and payable as provided in the Loan Documents and, if no payment date is specified, shall be due and payable on demand. Notwithstanding the foregoing, interest accrued at the Default Rate shall be due and payable on demand.

     3.1.2 Application of Adjusted LIBOR to Outstanding Loans.

     (a) Borrowers may on any Business Day, subject to delivery of a Notice of Conversion/Continuation, elect to convert any portion of the Base Rate Loans to, or to continue any LIBOR Loan at the end of its Interest Period as, a LIBOR Loan. During any Default or Event of Default, Agent may (and shall at the direction of Required Lenders) declare that no Loan may be made, converted or continued as a LIBOR Loan.

     (b) Whenever Borrowers desire to convert or continue Loans as LIBOR Loans, Borrower Agent shall give Agent a Notice of Conversion/Continuation, no later than 11:00 a.m. at least two Business Days before the requested conversion or continuation date. Promptly after receiving any such notice, Agent shall notify each Lender thereof. Each Notice of Conversion/Continuation shall be irrevocable, shall be written (or telephonic, if promptly confirmed in writing), and shall specify the aggregate principal amount of Loans to be converted or continued, the conversion or continuation date (which shall be a Business Day), and the duration of the Interest Period (which shall be deemed to be one month if not specified). If, upon the expiration of any Interest Period in respect of any LIBOR Loans, Borrowers shall have failed to deliver a Notice of Conversion/Continuation, they shall be deemed to have elected to convert such Loans into Base Rate Loans. Notices given by electronic mail or submitted through Agent’s website shall be deemed to have been given in writing.

     3.1.3 Interest Periods. In connection with the making, conversion or continuation of any LIBOR Loans, Borrowers shall select an interest period (“Interest Period”) to apply, which interest period shall be the period commencing on the date such LIBOR Loan is disbursed or converted to or continued as a LIBOR Loan and ending on

the date one, two, three or six months thereafter, as selected by the Borrowers in the Notice of Borrowing; provided that:

     (a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

     (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

     (c) no Interest Period shall extend beyond the Revolver Termination Date.

     3.1.4 Interest Rate Not Ascertainable. If Agent shall determine that on any date for determining the Adjusted LIBOR, due to any circumstance affecting the London interbank market, adequate and fair means do not exist for ascertaining such rate on the basis provided herein, then Agent shall immediately notify Borrowers of such determination. Until Agent notifies Borrowers that such circumstance no longer exists, the obligation of Lenders to make LIBOR Loans shall be suspended, and no further Loans may be converted into or continued as LIBOR Loans.

     3.2 Fees.

     3.2.1 Upfront Fee. Borrowers shall pay to Agent, for the Pro Rata benefit of the Lenders, the upfront fee described in the Fee Letter, which shall be paid concurrently with the funding of the initial Loans hereunder.

     3.2.2 Unused Line Fee. Borrowers shall pay to Agent, for the Pro Rata benefit of Lenders, a fee equal to the Unused Line Fee Percentage per annum times the amount by which the Revolver Commitments exceed the average daily balance of Revolver Loans and stated amount of Letters of Credit during any month. Such fee shall be payable in arrears, on the first Business Day of each month and on the Commitment Termination Date.

     3.2.3 LC Facility Fees. Borrowers shall pay (a) to Agent, for the Pro Rata benefit of Lenders, a fee equal to the Applicable Margin in effect for LIBOR Revolver Loans times the average daily stated amount of Letters of Credit, which fee shall be payable monthly in arrears, on the first Business Day of each month; (b) to Agent, for its own account, a fronting fee equal to 0.125% of the stated amount of each Letter of Credit, which fee shall be payable in arrears, on the first Business Day of each month and on the Commitment Termination Date; and (c) to Issuing Bank, for its own account, all customary charges associated with the issuance, amending, negotiating, payment, processing, transfer and administration of Letters of Credit, which charges shall be paid

as and when incurred. During an Event of Default, the fee payable under clause (a) shall be increased by 2%.

     3.2.4 Other Fees. Borrowers shall pay to Bank of America the fees described in the Sixth Amendment Fee Letter.

     3.3 Computation of Interest, Fees, Yield Protection. All interest, as well as fees and other charges calculated on a per annum basis, shall be computed for the actual days elapsed, based on a year of 360 days. Each determination by Agent of any interest, fees or interest rate hereunder shall be final, conclusive and binding for all purposes, absent manifest error. All fees shall be fully earned when due and shall not be subject to rebate or refund, nor subject to proration except as specifically provided herein. All fees payable under Section 3.2 are compensation for services and are not, and shall not be deemed to be, interest or any other charge for the use, forbearance or detention of money. A certificate as to amounts payable by Borrowers under Section 3.4, 3.6, 3.7, 3.9 or 5.9, submitted to Borrowers by Agent or the affected Lender, as applicable, shall be final, conclusive and binding for all purposes, absent manifest error. The Borrowers’ obligations under this paragraph shall survive the termination of the Revolver Commitment and the repayment of all other Obligations.

3.4 Reimbursement Obligations. Borrowers shall reimburse Agent for all Extraordinary Expenses incurred by it. Borrowers shall also reimburse Agent for all legal, accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.10(b), each inspection, audit or appraisal with respect to any Obligor or Collateral. All legal, accounting and consulting fees shall be charged to Borrowers by Agent’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Agent, any Lender or any of their Affiliates may have with such professionals with respect to this or any other transaction. All amounts reimbursable by Borrowers under this Section shall constitute Obligations secured by the Collateral and shall be payable on demand. If, as a result of any restatement of or other adjustment to the financial statements of the MLP Parent and/or its Subsidiaries or for any other reason, the Borrowers or the Lenders determine that (i) the Consolidated Leverage Ratio as calculated by the Borrowers as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, the Borrowers shall immediately and retroactively be obligated to pay to the Agent for the account of the applicable Lenders, promptly on demand by the Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Agent, any Lender or the Issuing Bank), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. In the event of any change in GAAP applicable to the Borrower and other similarly situated entities generally, if any such change would otherwise requires a restatement or other retroactive financial statement adjustment as a result of the retroactive application of such revised GAAP

principles, then Section 1.2.2 shall control and all fee related calculations shall continue to be made as set forth in Section 1.2.2.

     3.5 Illegality. If any Lender determines that any Applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund LIBOR Loans, or to determine or charge interest rates based upon Adjusted LIBOR, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrowers through Agent, any obligation of such Lender to make or continue LIBOR Loans or to convert Base Rate Loans to LIBOR Loans shall be suspended until such Lender notifies Agent and the Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrowers shall, upon demand from such Lender (with a copy to Agent), prepay or, if applicable, convert all LIBOR Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBOR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBOR Loans. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted.

     3.6 Increased Costs.

     3.6.1 Increased Costs Generally.

     If any Change in Law shall:

     (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.6.5) or Issuing Bank;

     (ii) subject any Lender or Issuing Bank to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any LIBOR Loan made by it, or change the basis of taxation of payments to such Lender or Issuing Bank in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 5.9 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or Issuing Bank); or

     (iii) impose on any Lender or Issuing Bank or the London interbank market any other condition, cost or expense affecting this Agreement or LIBOR Loans made by such Lender or Issuing Bank or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any LIBOR Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or Issuing Bank of participating in,

issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or Issuing Bank, the Borrowers will pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

     3.6.2 Capital Requirements. If any Lender or Issuing Bank determines that any Change in Law affecting such Lender or Issuing Bank or any Lending Office of such Lender or such Lender’s or Issuing Bank’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or Issuing Bank’s capital or on the capital of such Lender’s or Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by Issuing Bank, to a level below that which such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or Issuing Bank’s policies and the policies of such Lender’s or Issuing Bank’s holding company with respect to capital adequacy), then from time to time the Borrowers will pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company for any such reduction suffered.

     3.6.3 Certificates for Reimbursement. A certificate of a Lender or Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or Issuing Bank or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrowers shall be conclusive absent manifest error. The Borrowers shall pay such Lender or Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

     3.6.4 Delay in Requests. Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s or Issuing Bank’s right to demand such compensation, provided that the Borrowers shall not be required to compensate a Lender or Issuing Bank pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or Issuing Bank, as the case may be, notifies the Borrowers of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

     3.6.5 Reserves on LIBOR Loans. The Borrowers shall pay to each Lender, as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as

“Eurocurrency liabilities”), additional interest on the unpaid principal amount of each LIBOR Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan, provided the Borrowers shall have received at least 10 days’ prior notice (with a copy to Agent) of such additional interest from such Lender. If a Lender fails to give notice 10 days prior to the relevant Interest Payment Date, such additional interest shall be due and payable 10 days from receipt of such notice.

     3.7 Capital Adequacy. If a Lender determines that any introduction of or any change in a Capital Adequacy Regulation, any change in the interpretation or administration of a Capital Adequacy Regulation by a Governmental Authority charged with interpretation or administration thereof, or any compliance by such Lender or any Person controlling such Lender with a Capital Adequacy Regulation, increases the amount of capital required or expected to be maintained by such Lender or Person (taking into consideration its capital adequacy policies and desired return on capital) as a consequence of such Lender’s Commitments, Loans, participations in LC Obligations or other obligations under the Loan Documents, then Borrowers shall, within five days following demand therefor, pay such Lender an amount sufficient to compensate for such increase. A Lender’s demand for payment shall set forth the nature of the occurrence giving rise to such compensation and a calculation of the amount to be paid. In determining such amount, the Lender may use any reasonable averaging and attribution method.

     3.8 Mitigation.

     3.8.1 Designation of a Different Lending Office. If any Lender requests compensation under Section 3.6, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.9, or if any Lender gives a notice pursuant to Section 3.5, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.9 or Section 3.6, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.5, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrowers hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

     3.8.2 Replacement of Lenders. If any Lender requests compensation under Section 3.6 or Section 3.7, or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.9, the Borrowers may replace such Lender in accordance with Section 14.18.

     3.9 Funding Losses. If for any reason (other than default by a Lender) (a) any borrowing of, or conversion to or continuation of, a LIBOR Loan does not occur on the date specified therefor in a Notice of Borrowing or Notice of Conversion/Continuation (whether or

not withdrawn), (b) any repayment or conversion of a LIBOR Loan occurs on a day other than the end of its Interest Period, or (c) the Borrowers fail to repay a LIBOR Loan when required hereunder, then the Borrowers shall pay to Agent its customary administrative charge and to each Lender all losses and expenses that it sustains as a consequence thereof, including any loss or expense arising from liquidation or redeployment of funds or from fees payable to terminate deposits of matching funds. Lenders shall not be required to purchase Dollar deposits in the London interbank market or any other offshore Dollar market to fund any LIBOR Loan, but the provisions hereof shall be deemed to apply as if each Lender had purchased such deposits to fund its LIBOR Loan.

     3.10 Maximum Interest. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by Applicable Law (the “Maximum Rate”). If Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrowers. In determining whether the interest contracted for, charged, or received by Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by Applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

SECTION 4 LOAN ADMINISTRATION

     4.1 Manner of Borrowing and Funding Revolver Loans.

     4.1.1 Notice of Borrowing.

     (a) Whenever Borrowers desire funding of a Borrowing of Revolver Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received by Agent no later than 11:00 a.m. (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least two Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 11:00 a.m. shall be deemed received on the next Business Day. Each Notice of Borrowing (including any telephonic notice thereof, any notice given via electronic mail and any notice submitted through Agent’s website) shall be irrevocable and shall specify (A) the principal amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base Rate Loans or LIBOR Loans, (D) in the case of LIBOR Loans, the duration of the applicable Interest Period (which shall be deemed to be one month if not specified) and (E) whether such Loan is a General Revolver Loan or a Distribution Revolver Loan.

     (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations (whether principal, interest, fees or other

charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Bank Product Indebtedness) shall be deemed irrevocably to be a request (without any requirement for a Notice of Borrowing) for Base Rate Revolver Loans on the due date, in the amount of such Obligations. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligation.

     (c) If Borrowers establish a controlled disbursement account with Agent or any Affiliate of Agent, then the presentation for payment of any check or other item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request (without any requirement for a Notice of Borrowing) for Base Rate Revolver Loans on the date of such presentation, in the amount of the check and items presented for payment. The proceeds of such Revolver Loans may be disbursed directly to the controlled disbursement account.

     (d) Neither Agent nor any Lender shall have any obligation to Borrowers to honor any deemed request for a Revolver Loan (i) on or after the Commitment Termination Date, (ii) when an Overadvance exists or would result therefrom, or (iii) when any condition in Section 6 is not satisfied, but may do so in their discretion, without being deemed to have waived any Default or Event of Default.

     4.1.2 Fundings by Lenders. Each Lender shall timely honor its Revolver Commitment by funding its Pro Rata share of each Borrowing of Revolver Loans that is properly requested hereunder. Agent shall endeavor to notify Lenders of each Notice of Borrowing (or deemed request for a Borrowing) by 12:00 noon on the proposed funding date for Base Rate Loans or by 3:00 p.m. at least two Business Days before any proposed funding of LIBOR Loans. Each Lender shall fund to Agent such Lender’s Pro Rata share of the Borrowing to the account specified by Agent in immediately available funds not later than 2:00 p.m. on the requested funding date, unless Agent’s notice is received after the times provided above, in which event Lender shall fund its Pro Rata share by 11:00 a.m. on the next Business Day. Subject to its receipt of such amounts from Lenders, Agent shall make the proceeds of the Revolver Loans as directed by Borrower Agent. Unless Agent shall have received (in sufficient time to act) written notice from a Lender that it does not intend to fund its Pro Rata share of a Borrowing, Agent may assume that such Lender has deposited or promptly will deposit its share with Agent, and Agent may disburse a corresponding amount to Borrowers. If a Lender’s share of any Borrowing is not in fact received by Agent, then Borrowers agree to repay to Agent on demand the amount of such share, together with interest thereon from the date disbursed until repaid, at the rate applicable to such Borrowing.

     4.1.3 Swingline Loans; Settlement.

     (a) Agent may, but shall not be obligated to, advance Swingline Loans to Borrowers out of Agent’s own funds, up to an aggregate outstanding amount of $30,000,000, unless the funding is specifically required to be made by all Lenders

hereunder. Each Swingline Loan shall constitute a Revolver Loan for all purposes, except that payments thereon shall be made to Agent for its own account. In no event shall Agent honor a request for a Swingline Loan if Agent knows that the unpaid balance of Revolving Loans outstanding at such time (including the requested Swingline Loan) would exceed the Borrowing Base, unless such Swingline Loan would otherwise be permitted as an Overadvance or a Protective Advance. The obligation of Borrowers to repay Swingline Loans shall be evidenced by the records of Agent and need not be evidenced by any promissory note.

     (b) To facilitate administration of the Revolver Loans, Lenders and Agent agree (which agreement is solely among them, and not for the benefit of or enforceable by any Borrower) that settlement among them with respect to Swingline Loans and other Revolver Loans may take place periodically on a date determined from time to time by Agent, which shall occur at least once every five Business Days. On each settlement date, settlement shall be made with each Lender in accordance with the Settlement Report delivered by Agent to Lenders. Between settlement dates, Agent may in its discretion apply payments on Revolver Loans to Swingline Loans, regardless of any designation by Borrower or any provision herein to the contrary. Each Lender’s obligation to make settlements with Agent is absolute and unconditional, without offset, counterclaim or other defense, and whether or not the Commitments have terminated, an Overadvance exists, or the conditions in Section 6 are satisfied. If, due to any proceeding under any Debtor Relief Law with respect to a Borrower or otherwise, any Swingline Loan may not be settled among Lenders hereunder, then each Lender shall be deemed to have purchased from Agent a Pro Rata participation in each unpaid Swingline Loan and shall transfer the amount of such participation to Agent, in immediately available funds, within one Business Day after Agent’s request therefor.

     4.1.4 Telephonic Notices. Each Borrower authorizes Agent and Lenders to extend, convert or continue Loans, effect selections of interest rates, and transfer funds to or on behalf of Borrowers (but not change the account into which Loan proceeds are to be deposited) based on telephonic instructions. Borrowers shall confirm each such telephonic request by prompt delivery to Agent of a written Notice of Borrowing or Notice of Conversion/Continuation, if applicable, duly executed by an authorized officer of Borrower Agent. If a written confirmation differs in any material respect from the action taken by Agent or Lenders, the records of Agent and Lenders shall govern. Neither Agent nor any Lender shall have any liability for any loss suffered by a Borrower as a result of Agent or any Lender acting upon its understanding of telephonic instructions from a person believed in good faith by Agent or any Lender to be a person authorized to give such instructions on a Borrower’s behalf.

     4.1.5 Electronic Notices. Each Borrower authorizes Agent and Lenders to extend, convert or continue Loans, effect selections of interest rates, and transfer funds to or on behalf of Borrowers based on instructions delivered via electronic mail or

submitted through Agent’s website. Neither Agent nor any Lender shall have any liability for any loss suffered by a Borrower as a result of Agent or any Lender acting upon its understanding of instructions delivered via electronic mail or submitted through Agent’s website from a source believed in good faith by Agent or any Lender to be authorized to give such instructions on a Borrower’s behalf.

     4.2 Defaulting Lender. If a Lender fails to make any payment to Agent that is required hereunder, Agent may (but shall not be required to), in its discretion, retain payments that would otherwise be made to such defaulting Lender hereunder, apply the payments to such Lender’s defaulted obligations or readvance the funds to Borrowers in accordance with this Agreement. The failure of any Lender to fund a Loan or to make a payment in respect of a LC Obligation shall not relieve any other Lender of its obligations hereunder, and no Lender shall be responsible for default by another Lender. Lenders and Agent agree (which agreement is solely among them, and not for the benefit of or enforceable by any Borrower) that, solely for purposes of determining a defaulting Lender’s right to vote on matters relating to the Loan Documents and to share in payments, fees and Collateral proceeds thereunder, a defaulting Lender shall not be deemed to be a “Lender” until all its defaulted obligations have been cured.

     4.3 Number and Amount of LIBOR Loans; Determination of Rate. For ease of administration, all LIBOR Revolver Loans having the same length and beginning date of their Interest Periods shall be aggregated together, and such Loans shall be allocated among Lenders on a Pro Rata basis. No more than eight (8) aggregated LIBOR Loans may be outstanding at any time, and each aggregate LIBOR Loan when made, continued or converted shall be in a minimum amount of $10,000,000, or an increment of $1,000,000 in excess thereof. Upon determining Adjusted LIBOR for any Interest Period requested by Borrowers, Agent shall promptly notify Borrowers thereof in writing, by telephone or electronically and, if requested by Borrowers, shall confirm any telephonic notice in writing

     4.4 Borrower Agent.

     4.4.1 Each Borrower hereby designates the Company (“Borrower Agent”) as its representative and agent for all purposes under the Loan Documents, including requests for Loans and Letters of Credit, designation of interest rates, delivery or receipt of communications with Agent, Issuing Bank or any Lender, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with Agent, Issuing Bank or any Lender. Borrower Agent hereby accepts such appointment.

     4.4.2 [Intentionally Omitted]

     4.4.3 Agent and Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication (including any Notice of Borrowing) delivered by Borrower Agent on behalf of any Borrower. Agent and Lenders may give any notice or communication with a Borrower hereunder to Borrower Agent on behalf of such Borrower. Agent shall have the right, in its discretion, to deal exclusively

with Borrower Agent for any or all purposes under the Loan Documents. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by Borrower Agent shall be binding upon and enforceable against it.

     4.5 One Obligation. The Loans, LC Obligations and other Obligations shall constitute one general obligation of Borrowers and (unless otherwise expressly provided in any Loan Document) shall be secured by Agent’s Lien upon all Collateral; provided, however, that Agent and each Lender shall be deemed to be a creditor of, and the holder of a separate claim against, each Borrower to the extent of any Obligations jointly or severally owed by such Borrower.

     4.6 Effect of Termination. On the effective date of any termination of the Commitments, all Obligations shall be immediately due and payable, and any Lender may terminate its and its Affiliates’ Bank Products (including, with the consent of Agent, any Cash Management Services). All undertakings of Borrowers contained in the Loan Documents shall survive any termination, and Agent shall retain its Liens in the Collateral and all of its rights and remedies under the Loan Documents until Full Payment of the Obligations. Notwithstanding Full Payment of the Obligations, Agent shall not be required to terminate its Liens in any Collateral unless, with respect to any damages Agent may incur as a result of the dishonor or return of Payment Items applied to Obligations, Agent receives (a) a written agreement, executed by Borrowers and any Person whose advances are used in whole or in part to satisfy the Obligations, indemnifying Agent and Lenders from any such damages; or (b) such Cash Collateral as Agent, in its discretion, deems necessary to protect against any such damages. The provisions of Sections 2.3, 3.4, 3.6, 3.7, 3.9, 5.5, 5.9, 12, 14.2, 14.3 and this Section shall survive Full Payment of the Obligations and any release relating to this credit facility.

SECTION 5 PAYMENTS

     5.1 General Payment Provisions. All payments of Obligations shall be made in Dollars, without offset, counterclaim or defense of any kind, free of (and without deduction for) any Taxes, and in immediately available funds, not later than 12:00 noon on the due date. Any payment after such time shall be deemed made on the next Business Day. Borrowers may, at the time of payment, specify to Agent the Obligations to which such payment is to be applied, but Agent shall in all events retain the right to apply such payment in such manner as Agent, subject to the provisions hereof, may determine to be appropriate. If the Borrowers fail to designate which type of Loans are to be repaid with any payment, the payment shall be applied first to the General Revolver Loans and then to the Distribution Revolver Loans. If any payment under the Loan Documents shall be stated to be due on a day other than a Business Day, the due date shall be extended to the next Business Day and such extension of time shall be included in any computation of interest and fees. Any payment of a LIBOR Loan prior to the end of its Interest Period shall be accompanied by all amounts due under Section 3.9. Any prepayment of Loans shall be applied first to Base Rate Loans and then to LIBOR Loans.

     5.2 Repayment of Revolver Loans. Revolver Loans shall be due and payable in full on the Revolver Termination Date, unless payment is sooner required hereunder. Revolver Loans

may be prepaid from time to time, without penalty or premium. If any Disposition includes the disposition of Accounts or Inventory (other than Inventory sold in the Ordinary Course of Business), then Net Cash Proceeds equal to the greater of (a) the net book value of such Accounts and Inventory, or (b) the reduction in the Borrowing Base upon giving effect to such Disposition, shall be applied to the Revolver Loans. Notwithstanding anything herein to the contrary, if an Overadvance exists, Borrowers shall, on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Revolver Loans in an amount sufficient to reduce the principal balance of Revolver Loans to the Borrowing Base.

     5.3 Reserved.

     5.4 Payment of Other Obligations. Obligations other than Loans, including LC Obligations and Extraordinary Expenses, shall be paid by Borrowers as provided in the Loan Documents or, if no payment date is specified, on demand.

     5.5 Marshaling; Payments Set Aside. None of Agent or Lenders shall be under any obligation to marshal any assets in favor of any Obligor or against any Obligations. To the extent that any payment by or on behalf of the Borrowers or from the proceeds of Collateral is made to Agent, Issuing Bank or any Lender, or Agent, Issuing Bank or any Lender exercises its right of setoff under Section 11.4, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Agent, Issuing Bank or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the Obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and Issuing Bank severally agrees to pay to Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect.

     5.6 Post-Default Allocation of Payments.

     5.6.1 Allocation. Notwithstanding anything herein to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral or otherwise, shall be allocated as follows:

     (a) first, to all Extraordinary Expenses owing to Agent;

     (b) second, to all amounts owing to Agent on Swingline Loans or Protective Advances, or to Issuing Bank on LC Obligations;

     (c) third, to all Obligations constituting fees (excluding amounts relating to Bank Products);

     (d) fourth, to all Obligations constituting interest (excluding amounts relating to Bank Products);

     (e) fifth, to provide Cash Collateral for outstanding Letters of Credit;

     (f) sixth, to all Obligations constituting principal of the Loans;

     (g) seventh, to all other Obligations, other than Bank Product Indebtedness; and

     (h) eighth, to Bank Product Indebtedness.

     Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Amounts distributed with respect to any Bank Product Indebtedness shall be the lesser of the applicable Bank Product Amount last reported to Agent or the actual Bank Product Indebtedness as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Bank Product Indebtedness, but may rely upon written notice of the amount (setting forth a reasonably detailed calculation) from the Secured Party. In the absence of such notice, Agent may assume the amount to be distributed is the Bank Product Amount last reported to it. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Lenders as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any Borrower. Within the foregoing parameters, payments applied to Revolver Loans shall be applied first to General Revolver Loans and then to Distribution Revolver Loans.

     5.6.2 Erroneous Application. Agent shall not be liable for any application of amounts made by it in good faith and, if any such application is subsequently determined to have been made in error, the sole recourse of any Lender or other Person to which such amount should have been made shall be to recover the amount from the Person that actually received it (and, if such amount was received by any Lender, such Lender hereby agrees to return it).

     5.7 Application of Payments. After the occurrence of a Cash Dominion Trigger Event and until such time as a Cash Dominion Trigger Event has not existed for sixty (60) consecutive days, the ledger balance in the main Dominion Account as of the end of a Business Day shall be applied to the Obligations at the beginning of the next Business Day. Each Borrower irrevocably waives the right to direct the application of any payments or Collateral proceeds, and agrees that Agent shall have the continuing, exclusive right to apply and reapply same against the Obligations, in such manner as Agent deems advisable, notwithstanding any entry by Agent in its records. If, as a result of Agent’s receipt of Payment Items or proceeds of Collateral, a credit balance exists, the balance shall not accrue interest in favor of Borrowers and shall be made available to Borrowers as long as no Default or Event of Default exists.

     5.8 Loan Account; Account Stated.

     5.8.1 Loan Account. Agent shall maintain in accordance with its usual and customary practices an account or accounts (“Loan Account”) evidencing the Indebtedness of Borrowers resulting from each Loan or issuance of a Letter of Credit from time to time, including the amount of principal and interest payable and outstanding LC Obligations. Any failure of Agent to record anything in the Loan Account, or any error in doing so, shall not limit or otherwise affect the obligation of Borrowers to pay any amount owing hereunder. Agent may maintain a single Loan Account in the name of Borrower Agent, and each Borrower confirms that such arrangement shall have no effect on the joint and several character of its liability for the Obligations.

     5.8.2 Entries Binding. Entries made in the Loan Account shall constitute presumptive evidence of the information contained therein. If any information contained in the Loan Account is provided to or inspected by any Person, then such information shall be conclusive and binding on such Person for all purposes absent manifest error, except to the extent such Person notifies Agent in writing within 30 days after receipt or inspection that specific information is subject to dispute.

     5.9 Taxes.

     (a) Payments Free of Taxes. Any and all payments by or on account of any obligation of any Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower shall be required by Applicable Law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) Agent, Lender or Issuing Bank, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrowers shall make such deductions and (iii) the Borrowers shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with Applicable Law.

     (b) Payment of Other Taxes by the Borrowers. Without limiting the provisions of subsection (a) above, the Borrowers shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with Applicable Law.

     (c) Indemnification by the Borrowers. The Borrowers shall indemnify Agent, each Lender and the Issuing Bank, within 30 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by Agent, such Lender or the Issuing Bank, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or

liability delivered to the Borrower by a Lender or the Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of a Lender or the Issuing Bank, shall be conclusive absent manifest error.

     (d) Evidence of Payments. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrowers to a Governmental Authority, the Borrowers shall deliver to Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Agent.

     (e) Status of Lenders. Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which a Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any other Loan Document shall deliver to such Borrower (with a copy to Agent), at the time or times prescribed by Applicable Law or reasonably requested by the Borrowers or Agent, such properly completed and executed documentation prescribed by Applicable Law as will permit such payments to be made without withholding or at a reduced rate of withholding. Any Lender, at the time or time prescribed by Applicable Law or as reasonably requested by the Borrowers or Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrowers or Agent as will enable the Borrowers or Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.

Without limiting the generality of the foregoing, in the event that a Borrower is resident for tax purposes in the United States, any Foreign Lender shall deliver to such Borrower and Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Borrower or Agent or as required by Applicable Law, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:

     (i) duly completed copies of Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party,

     (ii) duly completed copies of Internal Revenue Service Form W-8ECI,

     (iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of a Borrower within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (y) duly completed copies of Internal Revenue Service Form W-8BEN, or

     (iv) any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by Applicable Law to permit the Borrower to determine the withholding or deduction required to be made.

     (f) Treatment of Certain Refunds. If Agent, any Lender or the Issuing Bank determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrowers or with respect to which the Borrowers have paid additional amounts pursuant to this Section, it shall pay to the Borrowers an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrowers under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of Agent, such Lender or the Issuing Bank, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of Agent, such Lender or the Issuing Bank, agrees to repay the amount paid over to the Borrowers (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to Agent, such Lender or the Issuing Bank in the event Agent, such Lender or the Issuing Bank is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require Agent, any Lender or the Issuing Bank to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrowers or any other Person.

     5.10 [Reserved].

     5.11 Nature and Extent of Each Borrower’s Liability.

     5.11.1 Joint and Several Liability. Each Borrower agrees that it is jointly and severally liable for, and absolutely and unconditionally guarantees to Agent and Lenders the prompt payment and performance of, all Obligations and all agreements under the Loan Documents. Each Borrower agrees that its guaranty obligations hereunder constitute a continuing guaranty of payment and performance and not of collection, that such obligations shall not be discharged until Full Payment of the Obligations, and that such obligations are absolute and unconditional, irrespective of (a) the genuineness, validity, regularity, enforceability, subordination or any future modification of, or change in, any Obligations or Loan Document, or any other document, instrument or agreement to which any Obligor is or may become a party or liable; (b) the absence of any action to enforce this Agreement (including this Section) or any other Loan Document, or any waiver, consent or indulgence of any kind by Agent or any Lender with respect thereto; (c) the existence, value or condition of, or failure to perfect a Lien or to preserve rights against, any security or guaranty for the Obligations or any action, or the absence of any action, by Agent or any Lender in respect thereof (including the release of any security or guaranty); (d) the insolvency of any Obligor; (e) any election by Agent or any Lender in any proceeding under any Debtor Relief Law for the application of Section 1111(b)(2) of the Bankruptcy Code; (f) any borrowing or grant of a Lien by any other Borrower, as

debtor-in-possession under Section 364 of the Bankruptcy Code or otherwise; (g) the disallowance of any claims of Agent or any Lender against any Obligor for the repayment of any Obligations under Section 502 of the Bankruptcy Code or otherwise; or (h) any other action or circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, except Full Payment of all Obligations.

     5.11.2 Waivers.

     (a) Each Borrower expressly waives all rights that it may have now or in the future under any statute, at common law, in equity or otherwise, to compel Agent or Lenders to marshal assets or to proceed against any Obligor, other Person or security for the payment or performance of any Obligations before, or as a condition to, proceeding against such Borrower. It is agreed among each Borrower, Agent and Lenders that the provisions of this Section are of the essence of the transaction contemplated by the Loan Documents and that, but for such provisions, Agent and Lenders would decline to make Loans and issue Letters of Credit. Notwithstanding anything to the contrary in any Loan Document, and except as set forth in Section 5.11.3, each Borrower expressly waives all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification or set off, as well as all defenses available to a surety, guarantor or accommodation co-obligor. Each Borrower acknowledges that its guaranty pursuant to this Section is necessary to the conduct and promotion of its business, and can be expected to benefit such business.

     (b) Agent and Lenders may, in their discretion, pursue such rights and remedies as they deem appropriate, including realization upon Collateral or any Real Estate by judicial foreclosure or non-judicial sale or enforcement, without affecting any rights and remedies under this Section 5.11. If, in the exercise of any rights or remedies, Agent or any Lender shall forfeit any of its rights or remedies, including its right to enter a deficiency judgment against any Borrower or any other Person, whether because of any Applicable Laws pertaining to “election of remedies” or otherwise, each Borrower consents to such action by Agent or such Lender and waives any claim based upon such action, even if the action may result in loss of any rights of subrogation that any Borrower might otherwise have had but for such action. Any election of remedies that results in denial or impairment of the right of Agent or any Lender to seek a deficiency judgment against any Borrower shall not impair any other Borrower’s obligation to pay the full amount of the Obligations. Each Borrower waives all rights and defenses arising out of an election of remedies, such as nonjudicial foreclosure with respect to any security for the Obligations, even though that election of remedies destroys such Borrower’s rights of subrogation against any other Person. If Agent bids at any foreclosure or trustee’s sale or at any private sale, Agent may bid all or a portion of the Obligations and the amount of such bid need not be paid by Agent but shall be credited against the Obligations. The amount of the successful bid at any such sale, whether Agent or any other Person is the successful bidder, shall be conclusively deemed to be the fair market value of the Collateral, and the difference between such bid amount and the remaining balance of the Obligations shall be conclusively deemed to be the amount of the Obligations guaranteed under this Section 5.11, notwithstanding that any present or

future law or court decision may have the effect of reducing the amount of any deficiency claim to which Agent or any Lender might otherwise be entitled but for such bidding at any such sale.

     5.11.3 Extent of Liability; Contribution.

     (a) Notwithstanding anything herein to the contrary, each Borrower’s liability under this Section 5.11 shall be limited to the greater of (i) all amounts for which such Borrower is primarily liable, as described below, and (ii) such Borrower’s Allocable Amount.

     (b) If any Borrower makes a payment under this Section 5.11 of any Obligations (other than amounts for which such Borrower is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payments in the same proportion that such Borrower’s Allocable Amount bore to the total Allocable Amounts of all Borrowers, then such Borrower shall be entitled to receive contribution and indemnification payments from, and to be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. The “Allocable Amount” for any Borrower shall be the maximum amount that could then be recovered from such Borrower under this Section 5.11 without rendering such payment voidable or avoidable under Section 548 of the Bankruptcy Code or under any applicable state fraudulent transfer or conveyance act, or similar statute or common law.

     (c) Nothing contained in this Section 5.11 shall limit the liability of any Borrower to pay Loans made directly or indirectly to that Borrower (including Loans advanced to any other Borrower and then re-loaned or otherwise transferred to, or for the benefit of, such Borrower), LC Obligations relating to Letters of Credit issued to support such Borrower’s business, and all accrued interest, fees, expenses and other related Obligations with respect thereto, for which such Borrower shall be primarily liable for all purposes hereunder. Agent and Lenders shall have the right, at any time in their discretion, to condition Loans and Letters of Credit upon a separate calculation of borrowing availability for each Borrower and to restrict the disbursement and use of such Loans and Letters of Credit to such Borrower.

     5.11.4 Joint Enterprise. Each Borrower has requested that Agent and Lenders make the credit facility established hereunder available to Borrowers on a combined basis, in order to finance Borrowers’ business most efficiently and economically. Borrowers’ business is a mutual and collective enterprise, and Borrowers believe that consolidation of their credit facility will enhance the borrowing power of each Borrower and ease the administration of their relationship with Lenders, all to the mutual advantage of Borrowers. Borrowers acknowledge and agree that Agent’s and Lenders’ willingness

to extend credit to Borrowers and to administer the Collateral on a combined basis, as set forth herein, is done solely as an accommodation to Borrowers and at Borrowers’ request.

     5.11.5 Subordination. Each Borrower hereby subordinates any claims, including any right of payment, subrogation, contribution and indemnity, that it may have at any time against any other Obligor, howsoever arising, to the Full Payment of all Obligations, provided, however, that so long as no Event of Default has occurred and is continuing, each Borrower shall be entitled to receive and apply payment of all intercompany obligations including the fees, allocated overhead, repayments of indebtedness and interest thereon, and any and all other obligations.

SECTION 6 CONDITIONS PRECEDENT

     6.1 Conditions Precedent to Initial Loans. [Intentionally omitted in connection with the Sixth Amendment since the conditions in this Section 6.1 applied to loans to be made on December 9, 2005 which conditions no longer apply. The conditions to the effectiveness of the Sixth Amendment are set forth in Part 4 of the Sixth Amendment].

     6.2 Conditions Precedent to All Credit Extensions. Agent, Issuing Bank and Lenders shall not be required to fund any Loans, arrange for issuance of any Letters of Credit or grant any other accommodation to or for the benefit of Borrowers, unless the following conditions are satisfied:

     (a) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance or grant;

     (b) The representations and warranties of each Obligor in the Loan Documents shall be true and correct on the date of, and upon giving effect to, such funding, issuance or grant (except for representations and warranties that expressly relate to an earlier date);

     (c) All conditions precedent set forth in any other Loan Document shall have been satisfied;

     (d) No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect; and

     (e) With respect to issuance of a Letter of Credit, the LC Conditions shall have been satisfied.

Each request (or deemed request) by Borrowers for funding of a Loan, issuance of a Letter of Credit or grant of an accommodation shall constitute a representation by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grant. As an additional condition to any funding, issuance or grant, Agent shall have

received such other information, documents, instruments and agreements as it deems appropriate in connection therewith.

     6.3 Limited Waiver of Conditions Precedent. If Agent, Issuing Bank or Lenders fund any Loans, arrange for issuance of any Letters of Credit or grant any other accommodation when any conditions precedent are not satisfied (regardless of whether the lack of satisfaction was known or unknown at the time), it shall not operate as a waiver of (a) the right of Agent, Issuing Bank and Lenders to insist upon satisfaction of all conditions precedent with respect to any subsequent funding, issuance or grant; nor (b) any Default or Event of Default due to such failure of conditions or otherwise.

SECTION 7 RESERVED

SECTION 8 COLLATERAL ADMINISTRATION

     8.1 Borrowing Base Certificates. Prior to the occurrence of a Reporting Trigger Event (and after a Reporting Trigger Event has not existed for sixty (60) consecutive days), Borrowers shall, by the 15^th day of each month, deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared as of the close of business of the previous month, and at such other times as Agent may reasonably request. After the occurrence of a Reporting Trigger Event and until such time as a Reporting Trigger Event has not existed for sixty (60) consecutive days, Borrowers shall, by Tuesday of each week, deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared as of the close of business of Friday of the immediately preceding week, and at such other times as Agent may reasonably request. All calculations of Availability in any Borrowing Base Certificate shall originally be made by Borrowers and signed by a Senior Officer or the Controller of Borrower Agent or its general partner, provided that Agent may from time to time review and adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; (b) to adjust advance rates and reserves to reflect changes in dilution, quality, mix and other factors affecting the Collateral; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve.

     8.2 Administration of Accounts.

     8.2.1 Records and Schedules of Accounts. Each Borrower shall keep accurate and complete records of its Accounts, including all payments and collections thereon, and shall submit to Agent, on such periodic basis as Agent may reasonably request, a sales and collections report, in form satisfactory to Agent. Each Borrower shall also provide to Agent, on or before the 15^th day of each month, a detailed aged trial balance of all Accounts as of the end of the preceding month, specifying each Account’s Account Debtor name and address, amount, invoice date and due date, showing any discount, allowance, credit, authorized return or dispute, and including such proof of delivery, copies of invoices and invoice registers, copies of related documents, repayment

histories, status reports and other information as Agent may reasonably request. If Accounts in an aggregate face amount of $500,000 or more cease to be Eligible Accounts, Borrowers shall notify Agent of such occurrence promptly (and in any event within one Business Day) after any Borrower has knowledge thereof. Agent shall provide such of the foregoing information as it deems material to the Lenders promptly upon receipt thereof from the Borrowers.

     8.2.2 Taxes. If an Account of any Borrower includes a charge for any Taxes, Agent is authorized, in its discretion, to pay the amount thereof to the proper taxing authority for the account of such Borrower and to charge Borrowers therefor; provided, however, that neither Agent nor Lenders shall be liable for any Taxes that may be due from Borrowers or with respect to any Collateral.

     8.2.3 Account Verification. Whether or not a Default or Event of Default exists, Agent shall have the right at any time, in the name of Agent, any designee of Agent or any Borrower to verify the validity, amount or any other matter relating to any Accounts of Borrowers by mail, telephone or otherwise. Borrowers shall cooperate fully with Agent in an effort to facilitate and promptly conclude any such verification process.

     8.2.4 Maintenance of Dominion Account. Borrowers shall maintain Dominion Accounts pursuant to lockbox or other arrangements acceptable to Agent. Borrowers shall obtain an agreement (in form and substance satisfactory to Agent) from each lockbox servicer and Dominion Account bank, establishing Agent’s control over and Lien in the lockbox or Dominion Account, requiring immediate deposit of all remittances received in the lockbox to a Dominion Account and, if such Dominion Account is not maintained with Bank of America, requiring immediate transfer of all funds in the Dominion Account upon notification by Agent (which notification shall not be given until the occurrence of a Cash Dominion Trigger Event and will be revoked if a Cash Dominion Trigger Event ceases to exist for sixty (60) consecutive days) to a Dominion Account maintained with Bank of America, and waiving offset rights of such servicer or bank against any funds in the lockbox or Dominion Account, except offset rights for customary administrative charges. Neither Agent nor Lenders assume any responsibility to Borrowers for any lockbox arrangement or Dominion Account, including any claim of accord and satisfaction or release with respect to any Payment Items accepted by any bank.

     8.2.5 Proceeds of Collateral. Borrowers shall request in writing and otherwise take all reasonable steps to ensure that all payments on Accounts or otherwise relating to Collateral are made directly to a Dominion Account (or a lockbox relating to a Dominion Account). If any Borrower or Subsidiary receives cash or Payment Items with respect to any Collateral, it shall hold same in trust for Agent and promptly (not later than the next Business Day) deposit same into a Dominion Account.

     8.2.6 Bank Products. In order to facilitate the administration of the Loans, Borrowers will maintain Bank of America as their principal depository bank, including

for the maintenance of operating, administrative, cash management, collection activity and other deposit accounts for the conduct of the Borrowers’ business.

     8.3 Administration of Inventory.

     8.3.1 Records and Reports of Inventory. Each Borrower shall keep accurate and complete records of its Inventory, including costs and daily withdrawals and additions, and shall submit to Agent inventory reports in form satisfactory to Agent, on such periodic basis as Agent may request but in no event more frequently than once per week if no Default or Event of Default exists. Each Borrower shall conduct a physical inventory at least once per calendar year (and on a more frequent basis if requested by Agent when an Event of Default exists) and periodic cycle counts consistent with historical practices, and, at Agent’s request, shall provide to Agent a report based on the latest such physical inventory. Agent may participate in and observe, at its reasonable request, any physical inventory count. Agent shall provide such of the foregoing information as it deems material to the Lenders promptly upon receipt thereof from the Borrowers.

     8.3.2 Returns of Inventory. No Borrower shall return any Inventory to a supplier, vendor or other Person, whether for cash, credit or otherwise, unless (a) such return is in the Ordinary Course of Business; (b) no Default, Event of Default or Overadvance exists or would result therefrom; (c) Agent is promptly notified if the aggregate Value of all Inventory returned in any month exceeds $1,000,000; and (d) any payment received by a Borrower for a return is promptly remitted to Agent for application to the Obligations.

     8.3.3 Acquisition, Sale and Maintenance. No Borrower shall acquire or accept any Inventory on consignment or approval, and shall take all steps to assure that all Inventory is produced in accordance with Applicable Law, including the FLSA. No Borrower shall sell any Inventory having a value in excess of $1,000,000 for all such Inventory on consignment or approval or any other basis under which the customer may return or require a Borrower to repurchase such Inventory, provided, that commodity leases do not constitute consignments. Borrowers shall use, store and maintain all Inventory with reasonable care and caution, in accordance with applicable standards of any insurance and in conformity with all Applicable Law, and shall make current rent payments (within applicable grace periods provided for in leases) at all locations where any Collateral is located.

     8.4 Administration of Equipment.

     8.4.1 Records and Schedules of Equipment. Each Borrower shall keep accurate and complete records of its Equipment, including kind, quality, quantity, cost, acquisitions and dispositions thereof, and shall submit to Agent, on such periodic basis as Agent may request, a current schedule thereof, in form satisfactory to Agent. Promptly upon request, Borrowers shall deliver to Agent evidence of their ownership or interests in

any Equipment. Agent shall provide such of the foregoing information as it deems material to the Lenders promptly upon receipt thereof from the Borrowers.

     8.4.2 Condition of Equipment. The Equipment is in operating condition and repair consistent with industry standards, and all necessary replacements and repairs have been made so that the may be safely and effectively operated at all times. Each Borrower shall ensure that the Equipment is mechanically and structurally sound, and capable of performing the functions for which it was designed, in accordance with the manufacturer’s published and recommended specifications. No Borrower shall permit any Equipment to become affixed to real Property owned by any Person other than a Borrower unless any landlord or mortgagee delivers a Lien Waiver or similar instrument.

     8.5 Administration of Deposit Accounts. Schedule 8.5 sets forth all Deposit Accounts maintained by Borrowers, including all Dominion Accounts. Each Borrower shall take all actions necessary to establish Agent’s control of each such Deposit Account (other than an account exclusively used for payroll, payroll taxes or employee benefits, or up to ten accounts containing not more than $25,000 each, at any time). Each Borrower shall be the sole account holder of each Deposit Account and shall not allow any other Person (other than Agent and PP&E Agent, subject to the terms of the Intercreditor Agreement) to have control over a Deposit Account or any Property deposited therein. Each Borrower shall promptly notify Agent of any opening or closing of a Deposit Account and, with the consent of Agent, will amend Schedule 8.5 to reflect same.

     8.6 General Provisions.

     8.6.1 Location of Collateral. All tangible items of Collateral, other than Inventory in transit, shall at all times be kept by Borrowers at the business locations set forth in Schedule 8.6.1, except that Borrowers may (a) make sales or other dispositions of Collateral in accordance with Section 10.2.5; and (b) move Collateral to another location in the United States, upon 30 Business Days prior written notice to Agent.

     8.6.2 Insurance of Collateral; Condemnation Proceeds.

     (a) Each Borrower shall maintain insurance with respect to the Collateral, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks, in such amounts, with such endorsements, and with such insurers (rated A or better by A.M. Best Rating Guide) as are satisfactory to Agent. All proceeds under each policy shall be payable to Agent. From time to time upon request, Borrowers shall deliver the originals or certified copies of its insurance policies to Agent or Control Agent. Unless Agent shall agree otherwise, each policy shall include satisfactory endorsements (i) showing Control Agent as sole loss payee or additional insured, as appropriate; (ii) requiring 30 days prior written notice to Control Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower fails to provide and pay for such insurance,

Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers therefor. Each Borrower agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers may settle, adjust or compromise any insurance claim, as long as the proceeds of Priority Collateral are delivered to Agent. If an Event of Default exists, only Agent or Control Agent shall be authorized to settle, adjust and compromise such claims.

     (b) Any proceeds of insurance (other than proceeds from workers’ compensation or D&O insurance) and any awards arising from condemnation of any Collateral shall be paid to Control Agent for distribution in accordance with the terms of the Intercreditor Agreement. Any such proceeds or awards that relate to Inventory shall be deposited into the Springing Dominion Account of the applicable Obligors. Any proceeds or awards received by Agent from the Control Agent in accordance with the terms of the Intercreditor Agreement that relate to Equipment or Real Estate shall be deposited into the Springing Dominion Account of the applicable Obligors. Proceeds from any business interruption insurance may be used by Borrowers in the Ordinary Course of Business.

     8.6.3 Protection of Collateral. All expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping any Collateral, all Taxes payable with respect to any Collateral (including any sale thereof), and all other payments required to be made by Agent to any Person to realize upon any Collateral, shall be borne and paid by Borrowers. Agent shall not be liable or responsible in any way for the safekeeping of any Collateral, for any loss or damage thereto (except for reasonable care in its custody while Collateral is in Agent’s actual possession), for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency or other Person whatsoever, but the same shall be at Borrowers’ sole risk.

     8.6.4 Defense of Title to Collateral. Each Borrower shall at all times defend its title to Collateral and Agent’s Liens therein against all Persons, claims and demands whatsoever, except Permitted Liens.

     8.7 Power of Attorney. Each Borrower hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such Borrower’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Agent, or Agent’s designee, may, without notice and in either its or a Borrower’s name, but at the cost and expense of Borrowers:

     (a) Endorse a Borrower’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; and

     (b) During the continuance of an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts, by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or

Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) take control, in any manner, of any proceeds of Collateral; (v) prepare, file and sign a Borrower’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a Borrower and received through any lockbox; (vii) endorse any Chattel Paper, Document, Instrument, invoice, freight bill, bill of lading, or similar document or agreement relating to any Accounts, Inventory or other Collateral; (viii) sign a Borrower’s name to verifications of Accounts and notices to Account Debtors; (ix) use the information recorded on or contained in any data processing equipment and computer hardware and software relating to any Collateral; (x) make and adjust claims under policies of insurance; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit or banker’s acceptance for which a Borrower is a beneficiary; and (xii) take all other actions as Agent deems appropriate to fulfill any Borrower’s obligations under the Loan Documents.

SECTION 9 REPRESENTATIONS AND WARRANTIES

     9.1 General Representations and Warranties. To induce Agent and Lenders to enter into this Agreement and to make available the Commitments, Loans and Letters of Credit, each Borrower represents and warrants that:

     9.1.1 Existence, Qualification and Power; Compliance with Applicable Laws. Each Obligor (a) is duly organized or formed, validly existing and in good standing (to the extent the concept of good standing exists in such jurisdiction) under the Applicable Laws of the jurisdiction of its incorporation or formation, and (b) has all requisite power and authority to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations, if any, under the Loan Documents and the Related Documents to which it is a party and (c) is duly qualified and is licensed and in good standing under the Applicable Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

     9.1.2 Authorization; No Contravention. The execution, delivery and performance by each Obligor of each Loan Document and Related Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contradict the terms of any of such Person’s Organization Documents; (b) violate or result in any breach or contravention of, or result in or require the creation of any Lien (other than the Liens created by this Agreement or the other Loan Documents) under, or require any payment to be made under (i) any Contractual Obligation to which such Obligor is a party or affecting such Obligor or the Property of such Obligor or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Applicable Law (including Regulation U or Regulation X issued by the FRB). Each Obligor and each Subsidiary

thereof is in compliance with all Contractual Obligations referred to in clause (b)(i), except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect

     9.1.3 Governmental Authorization and Approvals; Other Consents. Each Consolidated Party has, is in compliance with, and is in good standing with respect to, all Governmental Approvals necessary to conduct its business, to own, lease and operate its Properties and to execute, deliver and perform its obligations under the Loan Documents. All necessary import, export or other Licenses, permits or certificates for the import or handling of any goods or other Collateral have been procured and are in effect. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Obligor of this Agreement or any other Loan Document, or any Related Document, or for the consummation of the PENRECO Transaction, except for (a) consents, authorizations, notices and filings described in Schedule 9.1.3, all of which have been obtained or made or have the status described in such Schedule 9.1.3, (b) third party consents with respect to immaterial contracts, and (c) filings to perfect the Liens created by the Security Documents or the PP&E Loan Documents. All applicable waiting periods in connection with the PENRECO Transaction have expired without any action having been taken by any Governmental Authority restraining, preventing or imposing materially adverse conditions upon the PENRECO Transaction or the rights of the Obligors or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them. The PENRECO Acquisition has been consummated in accordance with the PENRECO Acquisition Agreement and Applicable Law.

     9.1.4 Binding Effect. This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Obligor that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Obligor, enforceable against each Obligor that is party thereto in accordance with its terms except as enforceability may be limited by applicable Debtor Relief Laws and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

     9.1.5 Financial Statements; No Material Adverse Effect.

     (a) The Audited Company Financial Statements and to the knowledge of the Obligors, the Audited PENRECO Financial Statements, respectively, (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Consolidated Parties and PENRECO and its Subsidiaries, respectively, as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other direct or known contingent material liabilities of the Consolidated Parties and PENRECO and its

Subsidiaries, respectively, as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness.

     (b) The unaudited consolidated balance sheet of (i) the Consolidated Parties dated September 30, 2007, and (ii) to the knowledge of the Obligors, PENRECO and its Subsidiaries dated September 30, 2007, and (iii) in each case, the related consolidated statements of income or operations, partners’ capital and cash flows for the nine month period ended on that date, respectively, (A) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (B) fairly present the financial condition of the Consolidated Parties and PENRECO and its Subsidiaries, respectively, as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (A) and (B), to the absence of footnotes and to normal year-end audit adjustments. Schedule 9.1.5 sets forth all material indebtedness and other liabilities, direct or contingent, of the Consolidated Parties and PENRECO and its Subsidiaries, respectively, as of the date of the applicable financial statements, including liabilities for taxes, material commitments and Indebtedness.

     (c) During the period from December 31, 2006, to and including the Amendment No. 6 Effective Date, there has been no sale, transfer or other disposition by any Consolidated Party of any material part of the business or Property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in each case, other than (i) the PENRECO Acquisition or (ii) as reflected in the foregoing financial statements or in the notes thereto or otherwise disclosed in writing to the Lenders on or prior to the Amendment No. 6 Effective Date.

     (d) The financial statements delivered pursuant to Section 10.1.1(a), (b) and (c) have been prepared in accordance with GAAP and present fairly (except as may otherwise be permitted under Section 10.1.1(a), (b) and (c)) and on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods.

     (e) Since the date of the Audited Company Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

     (f) The forecasts delivered pursuant to Part IV of the Sixth Amendment were prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonable in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Borrower’s good faith estimate of its future financial performance during the period covered by such forecasts. The Agent, the Issuing Bank and the Lenders hereby acknowledge that forecasts and estimates of future financial performance are inherently uncertain and no assurances have been given, and no

representations or warranties have been made by any Loan Party, that the results reflected in the forecasts will be achieved.

     9.1.6 Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Obligors after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against any Obligor or against any of its properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby, any Related Document or the consummation of the PENRECO Transaction or (b) either individually or in the aggregate, if determined adversely, could reasonably be expected to have a Material Adverse Effect. No Obligor is in default with respect to any order, injunction or judgment of any Governmental Authority.

     9.1.7 No Default. No Consolidated Party is in default under or with respect to any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default or Event of Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document. There is no basis upon which any party (other than a Consolidated Party) could terminate a Material Contract prior to its scheduled termination date.

     9.1.8 Ownership of Property; Liens. Each Consolidated Party has good record and marketable (or, as to real property in Texas, indefeasible) title in fee simple to, or valid leasehold interests in, all real Property necessary or used in the ordinary conduct of its business, and good title to all of its personal Property, including all Property reflected in any financial statements delivered to Agent or the Lenders, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All Liens of Agent in the Priority Collateral are duly perfected, first priority Liens, all Liens of Agent in the PP&E Priority Collateral are duly perfected, second priority liens, in each case in accordance with the Security Documents and subject only to Permitted Liens that are expressly allowed to have priority over the Liens of Agent. Each Consolidated party has paid and discharged all lawful claims that, if unpaid, could become a Lien on its Properties, other than Permitted Liens.

     9.1.9 Environmental Compliance. Except in each case as where the existence and/or occurrence of any of the following could not reasonably be expected to have a Material Adverse Effect:

     (a) Each of the Real Properties and all operations at the Real Properties are in compliance with all applicable Environmental Laws, there is no violation of any Environmental Law with respect to the Real Properties or the Businesses, and there are no conditions relating to the Real Properties or the Businesses that could give rise to liability under any applicable Environmental Laws.

     (b) None of the Real Properties contains any Hazardous Materials at, on or under the Real Properties in amounts or concentrations that constitute a violation of, or could give rise to liability under, Environmental Laws.

     (c) No Consolidated Party has received any written notice of, or inquiry from any Governmental Authority that remains unresolved or is currently outstanding with regard to, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties or the Businesses, nor does any Senior Officer of any Obligor or the general partner of any Obligor have knowledge or reason to believe that any such notice will be received or is being threatened.

     (d) Hazardous Materials have not been transported or disposed of from the Real Properties, or generated, treated, stored or disposed of at, on or under any of the Real Properties or any other location, in each case by or on behalf of any Consolidated Party in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law.

     (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Senior Officers of the Obligors or the general partner of any Obligor, threatened, under any Environmental Law to which any Consolidated Party is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Consolidated Parties, the Real Properties or the Businesses.

     (f) There has been no Environmental Release, or threat of Environmental Release, of Hazardous Materials at or from the Real Properties, or arising from or related to the operations (including disposal) of any Consolidated Party in connection with the Real Properties or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

     9.1.10 Insurance. The properties of the Consolidated Parties are insured with financially sound and reputable insurance companies not Affiliates of a Borrower, in such amounts, with such deductibles and covering such risks as are, in the reasonable business judgment of the management of the Company, adequate for the Consolidated Parties. Schedule 9.1.10 contains a list of all insurance policies in effect as of the date hereof for each of the properties of the Company and its Subsidiaries and provides a description of coverage provided by such policies, the carrier, policy number, expiration date and amount on Schedule 9.1.10.

     9.1.11 Taxes. The Consolidated Parties have filed all Federal, state and other material tax returns and reports required to be filed, and have paid all Federal, state and

other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There is no proposed tax assessment against any Consolidated Party that would, if made, have a Material Adverse Effect. Except as described on Schedule 9.1.11, neither any Obligor nor any Subsidiary thereof is party to any tax sharing agreement. The provision for Taxes on the books of each Consolidated Party is adequate for all years not closed by applicable statutes, and for its current Fiscal Year.

     9.1.12 ERISA Compliance.

     (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state Applicable Laws. Each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the best knowledge of the Obligors, nothing has occurred which would prevent, or cause the loss of, such qualification. Each Obligor and each ERISA Affiliate have made all required contributions to each Plan subject to Section 412 of the Code, except where the failure to make such contribution could not reasonably be expected to have a Material Adverse Effect, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan, except where the failure to make such contribution could not reasonably be expected to have a Material Adverse Effect.

     (b) There are no pending or, to the best knowledge of the Obligors, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.

     (c) Except as could not reasonably be expected to have a Material Adverse Effect, (i) no ERISA Event has occurred or is reasonably expected to occur; (ii) the aggregate actuarial present value of all accumulated plan benefits of all Pension Plans (determined utilizing the assumptions used for purposes of Statement of Financial Accounting Standards No. 35) did not, as of the date of the Company’s most recent financial statement reflecting any such amount, exceed the aggregate fair market value of the assets of all such Pension Plans except as disclosed in such financial statement; (iii) no Obligor nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) no Obligor nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and, to the knowledge of the Obligors, no event has occurred which, with the giving of notice under

Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) no Obligor and no ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA.

     (d) No Obligor is an entity deemed to hold “plan assets” within the meaning of 29 C.F.R. §2510.3-101 of any Plan or any “plan” (within the meaning of Section 4975 of the Code), and neither the execution of this Agreement nor the funding of any Loans gives rise to a prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code.

     9.1.13 Capital Structure/Subsidiaries. The corporate capital and ownership structure of the Consolidated Parties as of the Amendment No. 6 Effective Date is as described in Schedule 9.1.13(a). Set forth on Schedule 9.1.13(b) is a complete and accurate list as of the Amendment No. 6 Effective Date with respect to the MLP Parent and each of its direct and indirect Subsidiaries of (i) jurisdiction of formation or organization, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Consolidated Parties and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto as of the Amendment No. 6 Effective Date. The outstanding Equity Interests of all such Persons is validly issued, fully paid and non-assessable and is owned by the Consolidated Parties, directly or indirectly, in the manner set forth on Schedule 9.1.13(b), free and clear of all Liens (other than those arising under or contemplated in connection with the Loan Documents). Other than as set forth in Schedule 9.1.13(b), neither the MLP Parent nor any of its Subsidiaries has outstanding any securities convertible into or exchangeable for its Equity Interests nor does any such Person have outstanding any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to its Equity Interests. As of the Amendment No. 6 Effective Date, the MLP Parent has no equity investments in any other Person constituting 5% or more of the outstanding equity interests in such Person other than those equity investments set forth on Schedule 9.1.13(c) hereto.

     9.1.14 Margin Regulations; Investment Company Act.

     (a) None of the Consolidated Parties is engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock. No Loan proceeds will be used by any Consolidated Party to purchase or carry, or to reduce or refinance any Indebtedness incurred to purchase or carry, any margin stock or for any related purpose governed by Regulations T, U or X of the FRB.

     (b) None of the Obligors or any Subsidiary of an Obligor is an “investment company” or a “person directly or indirectly controlled by or acting

on behalf of an investment company” within the meaning of the Investment Company Act of 1940, or is required to be registered as an “investment company” under, the Investment Company Act of 1940, or subject to regulation under any other Law which limits its ability to incur Indebtedness.

     9.1.15 Disclosure. Neither this Agreement nor any report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of any Obligor to Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case, as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Obligors represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

     9.1.16 Compliance with Laws. Each Consolidated Party is in compliance in all material respects with the requirements of all Applicable Laws and all orders, writs, injunctions and decrees applicable to it or to its Properties, including all foreign and domestic laws with respect to the shipment and importation of any goods or Collateral, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No Inventory of the Consolidated Parties has been produced in violation of the FLSA.

     9.1.17 Intellectual Property. Each Consolidated Party owns, or has the legal right to use, all Intellectual Property necessary for each of them to conduct its business as currently conducted. Set forth on Schedule 9.1.17 is a list of all Intellectual Property registered or pending registration with the United States Copyright Office or the United States Patent and Trademark Office and owned by each Consolidated Party or that any Consolidated Party has the right to use. No claim has been asserted and is pending by any Person challenging or questioning the use of the Intellectual Property owned by any Consolidated Party or the validity or effectiveness of the Intellectual Property owned by any Consolidated Party, nor does any Obligor know of any such claim, and, to the knowledge of the Senior Officers of the Obligors or the general partner of any Obligor, the use of the Intellectual Property by any Consolidated Party or the granting of a right or a License by any Consolidated Party in respect of the Intellectual Property owned by any Consolidated Party does not infringe on the rights of any Person. As of the Amendment No. 6 Effective Date, none of the Intellectual Property owned by the Consolidated Parties is subject to any licensing agreement or similar arrangement except as set forth on Schedule 9.1.17. Except as disclosed on Schedule 9.1.17, no Consolidated Party pays or owes any Royalty or other compensation to any Person with respect to any Intellectual Property.

     9.1.18 Solvency. Each Consolidated Party is Solvent.

     9.1.19 Business Locations. Set forth on Schedule 9.1.19(a) is a list of all Real Properties located in the United States that are owned or leased by the Obligors as of the Amendment No. 6 Effective Date. Set forth on Schedule 9.1.19(b) is a list of all locations where any tangible personal Property of an Obligor (other than inventory in transit) with a value in excess of $750,000 is located as of the Amendment No. 6 Effective Date. Set forth on Schedule 9.1.19(c) is the chief executive office, jurisdiction of formation or organization and principal place of business of each Obligor as of the Amendment No. 6 Effective Date. During the five years preceding the Amendment No. 6 Effective Date, except as shown on Schedule 9.1.19(d), no Obligor has been known as or used any corporate, fictitious or trade names, has been the surviving corporation of a merger or combination, or has acquired any substantial part of the assets of any Person. During the five years preceding the Amendment No. 6 Effective Date, no Obligor has had any other office or place of business.

     9.1.20 Brokers’ Fees. No Consolidated Party has any obligation to any Person in respect of any finder’s, broker’s, investment banking or other similar fee in connection with any of the transactions contemplated under the Loan Documents.

     9.1.21 Labor Matters. Schedule 9.1.21 sets forth all collective bargaining agreements or Multiemployer Plans covering the employees of a Consolidated Party as of the Amendment No. 6 Effective Date. There are no existing or threatened strikes, walkouts, work stoppages or other material labor difficulty related to any collective bargaining or similar agreement to which any Consolidated Party is a party which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 9.1.21, no Consolidated Party is party to or bound by any management or consulting agreement.

     9.1.22 Nature of Business. As of the Amendment No. 6 Effective Date, the Consolidated Parties are engaged in the business of processing crude oil into customized lubricating oils, solvents and waxes, and into a variety of fuel and fuel-related products, including unleaded gasoline, diesel fuel, jet fuel and other petroleum based products.

     9.1.23 Representations and Warranties from Other Loan Documents. Each of the representations and warranties made by any of the Obligors in any of the other Loan Documents is true and correct in all material respects.

     9.1.24 Security Documents. The provisions of the Security Documents are effective to create in favor of Agent for the benefit of the Lenders and any other secured parties identified therein, legal, valid and enforceable (i) with respect to the Priority Collateral, first priority, and (ii) with respect to the PP&E Priority Collateral, second priority, security interests in all right, title and interest of the Obligors in the Collateral described therein and all proceeds thereof (in each case subject to Permitted Liens). Except for filings completed prior to the Closing Date and as contemplated by this Agreement and the Security Documents, no filing or other action will be necessary to perfect or protect such security interest.

     9.1.25 Real Properties. The real Property legal description set forth in each Mortgage Instrument is a true and correct description in all material respects of the applicable Mortgaged Property covered by such Mortgage Instrument, none of the buildings, structures or improvements located on any Mortgage Property is in violation of any applicable set back or other similar requirements under Applicable Law and/or interferes with any easement rights granted to any Person with respect to such Mortgaged Property, except as may be disclosed in the surveys delivered to Agent on or before the Amendment No. 6 Effective Date, and neither the ownership rights of any Consolidated Party and/or the rights of Agent under the Security Documents will be affected by any title defect or third party rights with respect to such Mortgaged Property in any manner that could reasonably be expect to have a Material Adverse Effect.

     9.1.26 Surety Obligations. No Consolidated Party is obligated as surety or indemnitor under any bond or other contract that assures payment or performance of any obligation of any Person, except as permitted hereunder.

     9.1.27 Trade Relations. There exists no actual or threatened termination, limitation or modification of any business relationship between any Consolidated Party and any customer or supplier, or any group of customers or suppliers, who individually or in the aggregate are material to the business of the Consolidated Parties. There exists no condition or circumstance that could reasonably be expected to impair the ability of the Consolidated Parties to conduct their businesses at any time hereafter in substantially the same manner as conducted on the Amendment No. 6 Effective Date.

     9.1.28 Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect thereto. Borrowers warrant, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that:

     (a) it is genuine and in all respects what it purports to be, and is not evidenced by a judgment;

     (b) it arises out of a completed, bona fide sale and delivery of goods or rendition of services in the Ordinary Course of Business, and substantially in accordance with any purchase order, contract or other document relating thereto;

     (c) it is for a sum certain, maturing as stated in the invoice covering such sale or rendition of services, a copy of which has been furnished or is available to Agent on request;

     (d) it is not subject to any offset, Lien (other than Agent’s Lien), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency in any respect;

     (e) no purchase order, agreement, document or Applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), other than Accounts owing by a Government Authority which have been assigned in accordance the Assignment of Claims Act or which otherwise satisfy the criteria in clause (h) of the definition of Eligible Account;

     (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except discounts or allowances granted in the Ordinary Course of Business for prompt payment that are reflected on the face of the invoice related thereto and in the reports submitted to Agent hereunder; and

     (g) to the best of Borrowers’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, continues to meet the applicable Borrower’s customary credit standards, is Solvent, is not contemplating or subject to any proceeding under any Debtor Relief Law, and has not failed, or suspended or ceased doing business; and (iii) there are no proceedings or actions threatened or pending against any Account Debtor that could reasonably be expected to have a material adverse effect on the Account Debtor’s financial condition.

     9.1.29 [Reserved]

     9.1.30 [Reserved]

     9.1.31 No Conflict with MLP Partnership Agreement. The execution, delivery and performance of this Agreement will not, upon the execution and delivery thereof, constitute a violation of, or otherwise contravene the MLP Partnership Agreement as in effect on the Amendment No. 6 Effective Date.

     9.1.32 Representations and Warranties in PENRECO Purchase Agreement. As of the Amendment No. 6 Effective Date, each of the representations and warranties made in the PENRECO Acquisition Agreement by the MLP Parent and/or any other Consolidated Party party thereto is true and correct in all material respects.

     9.2 Complete Disclosure. No Loan Document contains any untrue statement of a material fact, nor fails to disclose any material fact necessary to make the statements contained therein not materially misleading. There is no fact or circumstance that any Obligor has failed to disclose to Agent in writing that could reasonably be expected to have a Material Adverse Effect.

SECTION 10 COVENANTS AND CONTINUING AGREEMENTS

     10.1 Affirmative Covenants. For so long as any Commitments or Obligations are outstanding, each Obligor shall, and shall cause each of its Subsidiaries to:

     10.1.1 Financial Statements. Deliver to Agent, in form and detail satisfactory to Agent and the Required Lenders:

     (a) as soon as available, but in any event within 90 days after the end of each fiscal year of the Consolidated Parties (commencing with the fiscal year ending December 31, 2007), a consolidated balance sheet of the Consolidated Parties as at the end of such fiscal year, and the related consolidated statements of income or operations, partners’ capital and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such statements to be audited and accompanied by a (i) report and opinion of a Registered Public Accounting Firm, which report and opinion shall be prepared in accordance with generally accepted auditing standards and applicable Securities Laws and shall not be subject to any “going concern” or like qualification, exception, assumption or explanatory language or any qualification, exception, assumption or explanatory language as to the scope of such audit; and

     (b) as soon as available, but in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Consolidated Parties (commencing with the fiscal quarter ending March 31, 2008), a consolidated balance sheet of the Consolidated Parties as at the end of such fiscal quarter, and the related consolidated statements of income or operations, partners’ capital and cash flows for such fiscal quarter and for the portion of the fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, such statements to be certified on behalf of the Consolidated Parties by a Senior Officer of the Borrower Agent or its general partner as fairly presenting the financial condition, results of operations, partners’ capital and cash flows of the Consolidated Parties for such fiscal quarter and portion of such fiscal year in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; and

     (c) as soon as available, but in any event within 30 days after the end of each month (but within 60 days of the last month in each fiscal year of the Consolidated Parties), a consolidated balance sheet of the Consolidated Parties as at the end of such month and the related consolidated statements of income or operations, partners’ capital and cash flows for such month and for the portion of the Borrowers’ fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding month of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, such statements to be certified by the principal financial officer of the Borrower Agent as fairly presenting the financial condition, results of operations, partners’ capital and cash flows of the Consolidated Parties for such month and portion of such fiscal year in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes.

As to any information contained in materials furnished pursuant to Section 10.1.2(h)(i), the Borrowers shall not be separately required to furnish such information under clause (a), (b) or (c) above, but the foregoing shall not be in derogation of the obligation of the Borrowers to furnish the information and materials described in clauses (a), (b) and (c) above at the times specified therein. Agent shall provide the foregoing information received from the Borrowers to the Lenders promptly upon receipt thereof.

     10.1.2 Certificates; Other Information. Deliver to Agent, in form and detail satisfactory to Agent and the Required Lenders:

     (a) concurrently with the delivery of the financial statements referred to in Section 10.1.1, a certificate of its independent certified public accountants certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Default or, if any such Default shall exist, stating the nature and status of such event;

     (b) concurrently with the delivery of the financial statements referred to in subsections (a), (b) and (c) of Section 10.1.1 (commencing with the delivery of the financial statements for the fiscal year ended December 31, 2007), a duly completed Compliance Certificate signed on behalf of the Consolidated Parties by a Senior Officer of the Borrower Agent or its general partner;

     (c) within 31 days after the end of each fiscal year of the Consolidated Parties, beginning with the fiscal year ending December 31, 2008, an annual business plan and budget of the Consolidated Parties containing, among other things, projections of the Borrowers’ consolidated balance sheets, results of operations, cash flow and Availability for the next Fiscal Year, month by month;

     (d) within 90 days after the end of each fiscal year of the Consolidated Parties, beginning with the fiscal year ending December 31, 2008, a certificate containing information regarding the amount of all Dispositions (other than any Excluded Disposition), issuances of Indebtedness, issuances of Equity Interests and Acquisitions that occurred during the prior fiscal year;

     (e) promptly after any request by Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of any Borrower and the MLP Parent, in each case, by independent accountants in connection with the accounts or books of the MLP Parent, such Borrower or any Subsidiary of any of them, or any audit of any of them;

     (f) promptly after the furnishing thereof, copies of any financial information, proxy materials, statement, report or other information furnished to any holder of debt securities of any Obligor or any Subsidiary thereof pursuant to the terms of any indenture, loan or credit or similar agreement (including the

PP&E Credit Agreement) and not otherwise required to be furnished to the Lenders pursuant to Section 10.1.1 or any other clause of this Section 10.1.2;

     (g) promptly, and in any event within five Business Days after receipt thereof by any Obligor or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or accounting results of any Obligor or any Subsidiary thereof; and

     (h) promptly after the same are available, (i) copies of each annual report, definitive proxy or financial statement, report on Form 10-K, 10-Q or 8-K, or other report (other than Forms 3, 4 or 5) or communication sent to the equityholders of the Company or the MLP Parent, and copies of all registration statements (other than any registration statements on Form S-8) that any Consolidated Party may file or be required to file with the SEC under the Securities Act of 1933, as amended, and (ii) upon the request of Agent, all reports and written information to and from the United States Environmental Protection Agency, or any state or local agency responsible for environmental matters, the United States Occupational Health and Safety Administration, or any state or local agency responsible for health and safety matters, or any successor agencies or authorities concerning environmental, health or safety matters, in each case, that could reasonably be expected to have a Material Adverse Effect;

     (i) promptly upon receipt thereof, a copy of any other report or “management letter” submitted by independent accountants to any Consolidated Party in connection with any annual, interim or special audit of the books of such Person; and

     (j) promptly, such additional information regarding the business, financial or corporate affairs of the Company or any other Obligor, or compliance with the terms of the Loan Documents, as Agent or any Lender may from time to time reasonably request;

     (k) promptly, and in any event within fifteen days, following the end of each month, a listing of each Borrower’s trade payables, specifying the trade creditor and balance due, and at Agent’s reasonable request, a detailed trade payable aging, all in form satisfactory to Agent;

     (l) promptly after any request by Agent, such other information as agent may reasonably request with respect to the Borrowing Base or the components thereof, or reasonably related thereto, regardless of the requirements of Section 8.1;

     (m) promptly, and in any event within fifteen days, following the end of each month, a list of all Swap Contracts to which any Obligor is a party and

information regarding the mark to market for hedging activities as of the end of the applicable period; and

     (n) promptly, and in any event within fifteen days, following the end of each month a reconciliation of the outstanding balances of the General Revolver Loans and Distribution Revolver Loans against the statements provided by Agent and a certification that the balances shown in the reconciliation are correct.

Documents required to be delivered pursuant to Section 10.1.1(a), (b) or (c) or Section 10.1.2(h) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower Agent posts such documents, or provides a link thereto, on the Company’s website on the Internet at the website address; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, including Intralinks, to which each Lender and Agent have access (whether a commercial, third-party website or whether sponsored by Agent); provided that: (i) the Borrower Agent shall deliver paper copies of such documents to Agent or any Lender that requests the Consolidated Parties to deliver such paper copies until a written request to cease delivering paper copies is given by Agent or such Lender and (ii) the Borrower Agent shall notify Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for such Compliance Certificates, Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower Agent with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Agent shall provide such of the foregoing information as it deems material to the Lenders promptly upon receipt thereof from the Borrowers.

          10.1.3 Notices and Information.

     (a) Promptly notify Agent and each Lender in writing of the occurrence of any Default or Event of Default and the nature thereof.

     (b) Promptly notify Agent and each Lender in writing, of any of the following that affects any Consolidated Party: (a) the written threat or commencement of any proceeding or investigation, whether or not covered by insurance, if an adverse determination could reasonably be expected to have a Material Adverse Effect; (b) any pending or threatened material labor dispute, strike or walkout, or the expiration of any material labor contract; (c) any default under or termination of a Material Contract; (d) any judgment in an amount exceeding $7,500,000; (e) the assertion of any Intellectual Property Claim, if an adverse resolution could reasonably be expected to have a Material Adverse Effect; (f) any violation or asserted violation of any Applicable Law (including ERISA, OSHA, FLSA, or any Environmental Laws), if an adverse resolution could reasonably be expected to have a Material Adverse Effect; (g) any Environmental Release by a Consolidated Party or on any Property owned, leased

or occupied by a Consolidated Party that could reasonably be expected to have a Material Adverse Effect; or receipt of any Environmental Notice regarding a matter or event that could reasonably be expected to have a Material Adverse Effect; (h) the discharge of or any withdrawal or resignation by any Borrower’s independent accountants; or (i) any opening of a new office or place of business, at least 30 days prior to such opening.

     (c) Promptly notify Agent and each Lender of the occurrence of any ERISA Event.

     (d) Promptly notify Agent and each Lender of any material change in accounting policies or financial reporting practices by any Consolidated Party, including any determination by the Borrowers referred to in Section 3.3.

     (e) Upon the reasonable written request of Agent following the occurrence of any event or the discovery of any condition which Agent or the Required Lenders reasonably believe has caused (or could be reasonably expected to cause) the representations and warranties set forth in Section 9.1.9 to be untrue in any material respect, the Obligors will furnish or cause to be furnished to Agent, at the Obligors’ expense, a report of an environmental assessment of reasonable scope, form and depth, (including, where appropriate, invasive soil or groundwater sampling) by a consultant reasonably acceptable to Agent as to the nature and extent of the presence of any Hazardous Materials on any Real Properties and as to the compliance by any Consolidated Party with Environmental Laws at such Real Properties. If the Obligors fail to deliver such an environmental report within seventy-five (75) days after receipt of such written request then Agent may arrange for same, and the Consolidated Parties hereby grant to Agent and its representatives access to the Real Properties to reasonably undertake such an assessment (including, where appropriate, invasive soil or groundwater sampling). The reasonable cost of any assessment arranged for by Agent pursuant to this provision will be payable by the Obligors on demand and added to the obligations secured by the Security Documents.

     (f) At the time of delivery of the financial statements and reports provided for in Section 10.1.1(a), deliver to Agent a report signed by a Senior Officer of the Borrower Agent or its general partner setting forth (i) a list of registration numbers for all patents, trademarks, service marks, trade names and copyrights awarded to any Obligor since the last day of the immediately preceding fiscal year and (ii) a list of all patent applications, trademark applications, service mark applications, trade name applications and copyright applications submitted by any Obligor since the last day of the immediately preceding fiscal year and the status of each such application, all in such form as shall be reasonably satisfactory to Agent.

     (g) Not later than five Business Days after receipt thereof by any Consolidated Party thereof, copies of all notices or written requests and other

documents (including amendments, waivers and other modifications) so received under or pursuant to any Related Document or material instrument, indenture, loan or credit or similar agreement and, from time to time upon request by the Agent, such information and reports regarding the Related Documents and such material instruments, indentures and loan and credit and similar agreements as the Agent may reasonably request.

Each notice pursuant to this Section 10.1.3(a) through (e) shall be accompanied by a statement of a Senior Officer of the Borrower Agent or its general partner setting forth in reasonable detail the occurrence referred to therein and stating what action the Borrowers have taken and propose to take with respect thereto. Each notice pursuant to Section 7.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

     10.1.4 Payment of Obligations. Pay and discharge as the same shall become due and payable, all its obligations and liabilities, including (a) all Tax liabilities, assessments and governmental charges or levies upon it or its Properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the applicable Consolidated Party; (b) all lawful claims which, if unpaid, would by law become a Lien upon its Property (unless a Permitted Lien); and (c) all Indebtedness, as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness.

     10.1.5 Preservation of Existence, Licenses, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Applicable Laws of the jurisdiction of its organization except in a transaction permitted by Section 10.2.4 or Section 10.2.5; (b) take all reasonable action to maintain all rights, privileges, permits, Licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; (c) preserve or renew all of its material registered copyrights, patents, trademarks, trade names and service marks, and (d) without limitation of the foregoing, keep each License affecting any Collateral (including the manufacture, distribution or disposition of Inventory) or any other material Property of the Consolidated Parties in full force and effect; promptly notify Agent of any proposed modification to any such License, or entry into any new License, in each case at least 30 days prior to its effective date; pay all Royalties when due; and notify Agent of any default or breach asserted by any Person to have occurred under any License.

     10.1.6 Maintenance of Properties. (a) Maintain, preserve and protect all of its material Properties and Equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear and Involuntary Dispositions excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof; and (c) use the standard of care typical in the industry in the operation and maintenance of its facilities.

     10.1.7 Maintenance of Insurance. Maintain in full force and effect insurance (including worker’s compensation insurance, liability insurance, property insurance and business interruption insurance) with insurers rated A or better by Best Rating Guide, in such amounts, covering such risks and liabilities and with such deductibles or self-insurance retentions as are deemed sufficient for the Consolidated Parties by the management of the Borrower Agent in the exercise of reasonable business judgment and acceptable to the Required Lenders. The Control Agent, for the benefit of Agent and the PP&E Agent shall be named as loss payee or mortgagee, as its interest may appear, and/or additional insured with respect to any such insurance providing coverage in respect of any Collateral, and each provider of any such insurance shall agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to Agent, that it will give Agent thirty (30) days prior written notice before any such policy or policies shall be altered or canceled.

     10.1.8 Compliance with Laws and Material Contractual Obligations. (a) Comply with the requirements of all Applicable Laws, all Contractual Obligations, and all orders, writs, injunctions and decrees applicable to it or to its business or Property, except in such instances in which (i) such requirement of Law, Contractual Obligation, or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (ii) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect, and (b) maintain all Governmental Approvals necessary to the ownership of its Properties or conduct of its business, unless failure to comply (other than failure to comply with Anti-Terrorism Laws) or maintain could not reasonably be expected to have a Material Adverse Effect.

     10.1.9 Books and Records. (a) Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Obligor or such Subsidiary, as the case may be; and (b) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Obligor or such Subsidiary, as the case may be.

     10.1.10 Inspection Rights.

     (a) Permit representatives and independent contractors of Agent and each Lender to visit and inspect any of its Properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and Accounts with its directors, officers, and independent public accountants, all at the expense of the Borrowers and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrowers; provided, however, that when an Event of Default exists Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrowers at any time during normal business hours and without advance notice. The Obligors agree that Agent, and its

representatives, may conduct an annual audit of the Collateral, at the expense of the Obligors. Neither Agent nor any Lender shall have any duty to any Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligor. To the extent any inspection result, appraisal or report is shared by Agent or a Lender with any Obligor, such Obligor shall not be entitled to rely upon it.

     (b) Reimburse Agent for all charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to four times per Loan Year; and (ii) appraisals of Inventory up to one time per Loan Year; provided, however, that if an examination or appraisal is initiated during a Default or Event of Default, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Subject to the foregoing, Borrowers shall pay Agent’s standard charges ($950 per day as of the Amendment No. 6 Effective Date) for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Agent’s internal appraisal group. This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.

     10.1.11 Use of Proceeds. Use the proceeds of the Loans for the purposes set forth in Section 2.1.3 and not in contravention of any Law or of any Loan Document.

     10.1.12 Reserved.

     10.1.13 Additional Borrowers or Guarantors.

     (a) Joinder as Borrower or Guarantor. Promptly notify Agent upon any Person becoming a Subsidiary (whether in connection with a Permitted Acquisition, another permitted Investment or otherwise), excluding any Person that is an Immaterial Subsidiary but including any Person that is initially an Immaterial Subsidiary and subsequently ceases to be an Immaterial Subsidiary, and, if such Person is not a Foreign Subsidiary, cause it (a) to become a party to this Agreement as a joint and several “Borrower” by executing a joinder agreement in form and substance satisfactory to Agent, and (b) to execute and deliver such other documents, instruments and agreements and to take such other actions as Agent shall require to evidence and perfect a Lien in favor of Agent (for the benefit of Secured Parties) on all assets of such Person, including delivery of such corporate resolutions, organizational documents and legal opinions, in form and substance satisfactory to Agent, as it shall deem appropriate; provided, that in lieu of the foregoing at the option of Agent, the Borrowers shall cause such Person to execute and deliver a Guaranty and such other documents, instruments and agreements and to take such other actions as Agent shall require to evidence and perfect a Lien in favor of Agent (for the benefit of Secured Parties) on all assets of such Person, including delivery of such corporate resolutions,

organizational documents and legal opinions, in form and substance satisfactory to Agent, as it shall deem appropriate. For the purpose of clarification, it is understood and agreed that the MLP General Partner is not, and shall not be required to become, a Borrower or Guarantor.

     (b) [Intentionally Omitted].

     (c) Effect on Borrowing Base. No Inventory of any Person which becomes a Borrower shall be Eligible Inventory and no Accounts of such Person shall be Eligible Accounts until Agent shall have completed and received all due diligence materials with respect to such Person as Agent may reasonably request, including, but not limited to, an appraisal of such Person’s Inventory and a field examination with respect to such Person’s assets, financial position and other information that Agent may require, in each case, in form and substance satisfactory to Agent in its discretion.

     10.1.14 Pledged Assets.

     (a) Equity Interests. The Obligors will cause (A) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary of each Obligor, and (B) 65% (or such greater percentage that, due to a change in an Applicable Law after the date hereof, (1) would not cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent (provided that the foregoing shall not require a pledge of more than 65% of the Equity Interests of any controlled foreign corporation merely because it has no undistributed earnings) and (2) could not reasonably be expected to cause any adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary, in each case to be subject at all times to a perfected Lien in favor of Agent pursuant to the terms and conditions of the Security Documents or such other security documents as Agent shall reasonably request.

     (b) Other Assets. Each Obligor will (i) cause all of its owned and leased real and personal Property (other than Excluded Property) to be subject at all times to first priority, perfected and, in the case of real Property (whether leased or owned), title insured, Liens in favor of Agent to secure the Obligations pursuant to the terms and conditions of the Security Documents, or, with respect to Property acquired after the Closing Date, such other additional security documents as Agent may reasonably request, subject in any case to Permitted Liens, and (ii) deliver such other documentation as Agent may reasonably request in connection with the foregoing, including appropriate UCC-1 financing statements, real estate title insurance policies, surveys, appraisals, flood plain certificates, environmental reports, landlord’s waivers, certified resolutions and

other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 6.1(c) and (d), all in form, content and scope reasonably satisfactory to Agent.

     10.1.15 Landlord and Storage Agreements. Upon request, provide Agent with copies of all existing agreements, and promptly after execution thereof provide Agent with copies of all future agreements, between a Consolidated Party and any landlord, warehouseman, processor or bailee that owns any premises at which any Collateral may be kept or that otherwise may possess any Collateral.

     10.1.16 Clean Down of Distribution Revolver Loans. Cause the aggregate outstanding principal balance of Distribution Revolver Loans to be zero for a period of at least fifteen (15) consecutive days during each twelve-month period.

     10.1.17 Post Closing Agreements.

     (a) Lien Waivers. Use its commercially reasonable efforts to provide Agent, on or before March 31, 2008, with any Lien Waivers required by the Agent in its sole discretion, it being agreed that the failure to provide such Lien Waivers after using commercially reasonable efforts shall not constitute a Default or Event of Default, but will result in the establishment by the Agent of an appropriate Reserve.

     (b) Intellectual Property Matters. On or before February 28, 2008, file or cause to be filed with the United States Patent and Trademark Office such documentation as reasonably requested by the Agent so that applicable records correctly reflect the applicable Obligor’s ownership of all registered patents and trademarks (or applications therefor) listed on Schedule 9.1.17.

     (c) Title Policy. On or before February 28, 2008, deliver or cause to be delivered to the Agent a title insurance policy with respect to the Mortgaged Property located in Karns City, Pennsylvania that meets the requirements set forth in Subpart 4.7(ii) of the Sixth Amendment.

     10.2 Negative Covenants. For so long as any Commitments or Obligations are outstanding, each Obligor shall not, and shall cause each of its Subsidiaries not to:

     10.2.1 Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:

     (a) Liens pursuant to any Loan Document;

     (b) Liens existing on the Amendment No. 6 Effective Date and listed on Schedule 10.2.1 and any renewals or extensions thereof, provided that (i) the Property (or, in the case of fungible Property, any replacement thereof) covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased (other than for reasonable and customary transaction costs incurred in connection with such renewal or extension), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Schedule 10.2.3(b);

     (c) Liens (other than Liens imposed under ERISA) for Taxes, assessments or governmental charges or levies not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

     (d) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and suppliers and other Liens imposed by law or pursuant to customary reservations or retentions of title arising in the Ordinary Course of Business, provided that such Liens secure only amounts not yet due and payable or, if due and payable, are unfiled and no other action has been taken to enforce the same or are being contested in good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established;

     (e) pledges or deposits in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;

     (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case incurred in the Ordinary Course of Business;

     (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real Property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;

     (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 11.1(i), and pre-judgment Liens created by or existing from any litigation or legal proceeding that are being contested in good faith by appropriate proceedings, promptly instituted and diligently conducted, for which adequate reserves have been made to the extent required by GAAP, and which would not, upon becoming Liens securing

judgments for the payment of money, constitute an Event of Default under Section 11.1(h);

     (i) Liens securing Indebtedness permitted under Section 10.2.3(e); provided that (i) such Liens do not at any time encumber any Property other than the Property financed by such Indebtedness and the proceeds thereof (including insurance proceeds), (ii) the Indebtedness secured thereby does not exceed the cost or fair market value on the date of acquisition, whichever is lower, of the Property being acquired and (iii) such Liens attach to such Property concurrently with or within 90 days after the acquisition thereof;

     (j) Liens on Property acquired pursuant to a Permitted Acquisition, or on the Property of a Subsidiary in existence at the time such Subsidiary is acquired pursuant to a Permitted Acquisition; provided that (i) any Indebtedness that is secured by such Liens is permitted to exist under Section 10.2.3(h), (ii) such Liens existed at the time such Person became a Subsidiary and were not created in connection with, or in contemplation or anticipation of, such Permitted Acquisition, (iii) any such Liens do not attach to any other Property of any Consolidated Party or any their Subsidiaries, and (iv) the amount of Indebtedness secured thereby is not increased;

     (k) leases or subleases granted to others not interfering in any material respect with the business of any Consolidated Party;

     (l) any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement;

     (m) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

     (n) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 10.2.2;

     (o) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions;

     (p) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection;

     (q) Liens of sellers of goods to the Consolidated Parties arising under Article 2 of the Uniform Commercial Code or similar provisions of Applicable Law in the Ordinary Course of Business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses;

     (r) Liens securing the PP&E Obligations, so long as the Intercreditor Agreement or a replacement intercreditor agreement satisfactory to Agent and all the Lenders is in effect;

     (s) customary setoff rights and related settlement procedures under any Swap Contract permitted to be incurred pursuant to Section 10.2.3(d);

     (t) Liens arising in connection with (i) any lease of catalyst necessary for the operation of the refinery assets of the Consolidated Parties in the Ordinary Course of Business or (ii) any commodity leases for catalyst elements necessary for the operation of the refinery assets of the Consolidated Parties in the Ordinary Course of Business and not for the purpose of speculation; provided, in each case, that such Liens do not encumber any Property other than the catalyst or the commodity being leased, or any insurance proceeds of either of the foregoing; and

     (u) other Liens (other than (i) Liens on Equity Interests of any Subsidiary or (ii) any Real Estate (including improvements thereon) or any Material Operating Unit in each case that are part of or associated with any Refinery Property) securing Indebtedness or other obligations permitted under Section 10.2.3(i) so long as the amount of the Indebtedness and other obligations secured thereby does not exceed $5,000,000.

     10.2.2 Investments. Make any Investments, except the following (“Permitted Investments”):

     (a) Investments held in the form of Cash Equivalents;

     (b) Investments existing as of the Amendment No. 6 Effective Date and set forth in Schedule 10.2.2;

     (c) Investments consisting of advances or loans to directors, officers, employees, agents, customers or suppliers in an aggregate principal amount (including Investments of such type set forth in Schedule 10.2.2) not to exceed $1,000,000 at any time outstanding; provided that all such advances must be in compliance with Applicable Laws, including Sarbanes-Oxley.

     (d) Investments in (i) any Person which is an Obligor at the time of such Investment and (B) newly created Domestic Subsidiaries, provided that the applicable requirements of Section 10.1.13 and Section 10.1.14 are satisfied;

     (e) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the Ordinary Course of Business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss;

     (f) Guarantees constituting Indebtedness permitted by Section 10.2.3 (other than Section 10.2.3(e)), to the extent such Guarantees also constitute Investments;

     (g) any reinvestment of the proceeds of any Involuntary Disposition or of any Disposition, in each case, so long as such reinvestment is permitted by the terms hereof and the terms of the PP&E Credit Agreement;

     (h) Investments consisting of an Acquisition by any Consolidated Party, provided that

     (i) Same or Similar Line of Business. The Property acquired (or the Property of the Person acquired) in such Acquisition is used or useful in the same or a similar line of business as the Consolidated Parties were engaged in on the Closing Date (or any reasonable extensions or expansions thereof);

     (ii) Guaranty and Collateral Requirements. Agent shall have received all items, including in respect of the Equity Interests or Property acquired in such Acquisition and/or in respect of any Subsidiary that is formed to effect such Acquisition, required to be delivered by the terms of Section 10.1.13 and/or Section 10.1.14;

     (iii) Non-Hostile. In the case of an Acquisition of the Equity Interests of another Person, the board of directors (or other comparable governing body) of such other Person shall have duly approved such Acquisition;

     (iv) Continued Accuracy of Representations and Warranties. The representations and warranties made by the Obligors in any Loan Document shall be true and correct in all material respects at and as if made as of the date of such Acquisition (after giving effect thereto) except to the extent such representations and warranties expressly relate to an earlier date;

     (v) Partnership Interests. If such transaction involves the purchase of an equity interest in a partnership between a Consolidated Party as a general partner and entities unaffiliated with such Consolidated Party as the other partners, such transaction shall be effected by having such equity interest acquired by a corporate or limited liability holding company directly or indirectly wholly-owned by the Company and newly formed for the sole purpose of effecting such transaction;

     (vi) Minimum Liquidity. After giving effect to such Acquisition, the sum of (A) cash on hand in Dominion Accounts (other

than the PP&E Proceeds Account) plus (B) Availability shall be greater than $45 million;

     (vii) No Default or Event of Default. No Default or Event of Default shall exist immediately prior to or immediately after the consummation of such Acquisition;

     (viii) Pro Forma Compliance. The Borrower Agent shall have delivered to Agent a certificate demonstrating that, upon giving effect to such Acquisition on a pro forma basis, the Consolidated Parties will be in compliance with all of the covenants set forth in Section 10.3;

     (ix) Due Diligence Matters. Agent shall have completed and received all due diligence materials with respect to such Person as Agent may reasonably request, including, but not limited to, an appraisal of such Person’s Inventory and a field examination with respect to such Person’s assets, financial position and other information as Agent may request, in each case, in form and substance satisfactory to Agent in its discretion; and

     (x) Aggregate Consideration. The aggregate consideration (including cash and non-cash consideration, any assumption of Indebtedness and any earn-out payments, but excluding consideration consisting of (A) any Equity Interests of the MLP Parent issued to the seller of the Equity Interests or Property acquired in such Acquisition, (B) the proceeds of any Equity Issuance by the MLP Parent consummated subsequent to the Amendment No. 6 Effective Date and (C) the proceeds of any Disposition, Excluded Disposition or Involuntary Disposition consummated subsequent to the Amendment No. 6 Effective Date; provided, that in the case of clause (B) such amounts have not previously (1) served as the basis for allowing any capital expenditures made pursuant to Section 10.2.11 or any other Acquisition pursuant to this clause (h) or (2) been applied to fund the purchase price of, and related expenses incurred in connection with, the Proposed Acquisition) paid by the Consolidated Parties for all such Acquisitions occurring after the Amendment No. 6 Effective Date shall not exceed $100,000,000;

     (i) to the extent constituting Investments, Swap Contracts permitted to be incurred pursuant to Section 10.2.3(d);

     (j) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Investments in Subsidiaries which are not Obligors at the time of such Investment in an aggregate principal amount (excluding Investments of such type set forth in Schedule 10.2.2) not to exceed $15,000,000;

     (k) the PENRECO Acquisition;

     (l) the Proposed Acquisition, provided that the Proposed Acquisition Conditions have been satisfied; and

     (m) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, other Investments (other than Acquisitions) not of a type otherwise described in this Section 10.2.2 in an aggregate outstanding amount at any time for all such Investments made after the Amendment No. 6 Effective Date pursuant to this subsection (m) not to exceed $25,000,000.

     For the avoidance of doubt, no Inventory or Accounts acquired in connection with the PENRECO Acquisition or the Proposed Acquisition shall be Eligible Inventory or Eligible Accounts until Agent shall have completed and received all due diligence materials as Agent may reasonably request, including, but not limited to, an appraisal of such Inventory and a field examination with respect to such Accounts, other assets, financial position and other information that Agent may require, in each case, in form and substance satisfactory to Agent in its discretion.

     10.2.3 Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except:

     (a) Indebtedness under the Loan Documents;

     (b) Indebtedness of the Borrower and its Subsidiaries outstanding on the Amendment No. 6 Effective Date and set forth in Schedule 10.2.3, and renewals, refinancings and extensions thereof on terms and conditions no less favorable to such Person than such existing Indebtedness; provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Obligors or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate (it being understood that it shall be deemed a permitted refinancing under this Section 10.2.3(b) if funds, raised in a public offering of debt securities, are restricted to repayment of such Indebtedness, even if a period of up to 30 days

(or a longer period to the extent that such funds are escrowed pursuant to arrangements satisfactory to the Required Lenders) intervenes between the date such public offering closes and the date that the applicable Indebtedness is repaid from such funds;

     (c) intercompany Indebtedness, and Guarantees with respect to Indebtedness otherwise permitted hereunder, so long as in each case the related Investment made by the holder of such Indebtedness or by the provider of such Guarantee, as applicable, is permitted under Section 10.2.2 (other than subsection (f) thereof);

     (d) obligations (contingent or otherwise) of any Consolidated Party existing or arising under any Swap Contract (including any Secured Crack Spread Hedge Agreement) provided that (i) such obligations are (or were) entered into by such Person in the Ordinary Course of Business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or Property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;”; (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; and (iii) with respect to a Secured Crack Spread Hedge Agreement, such agreement shall be permitted by the terms of the PP&E Credit Agreement.

     (e) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Lease Obligations) hereafter incurred by any Consolidated Party to finance fixed assets provided that (i) the total of all such Indebtedness for all such Persons taken together shall not exceed an aggregate principal amount of $25,000,000 at any one time outstanding; (ii) such Indebtedness when incurred shall not exceed the purchase price or value of the asset(s) financed; (iii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing and (iv) not less than five Business Days prior to the date of the incurrence of such Indebtedness, the Borrower Agent shall have delivered to Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to the incurrence of such Indebtedness and to the concurrent retirement of any other Indebtedness of any Consolidated Party, on a Pro Forma Basis as of the most recent fiscal quarter end with respect to which Agent has received the Required Financial Information, the Obligors would be in compliance with the financial covenant set forth in Section 10.3.2;

     (f) [Reserved];

     (g) (i) PP&E Obligations of the PP&E Borrowers in an aggregate outstanding principal amount not to exceed the PP&E Cap Amount; and (ii) the Guarantee of any future Subsidiary of the Company which is a Guarantor under

the PP&E Loan Documents of the Indebtedness of the PP&E Borrowers permitted under clause (i) of this subsection (g), in each case, so long as the Intercreditor Agreement or a replacement intercreditor agreement acceptable to Agent and each Lender is in effect;

     (h) Indebtedness of a Subsidiary acquired pursuant to a Permitted Acquisition (or Indebtedness assumed by a Consolidated Party pursuant to a Permitted Acquisition as a result of a merger or consolidation, or the acquisition of Property securing such Indebtedness), so long as (i) such Indebtedness was not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, (ii) not less than five Business Days prior to the date of the consummation of such Permitted Acquisition and incurrence of such Indebtedness, the Borrower Agent shall have delivered to Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to the incurrence of such Indebtedness, on a Pro Forma Basis as of the most recent fiscal quarter end with respect to which Agent has received the Required Financial Information, the Obligors would be in compliance with the financial covenant set forth in Section 10.3.2, and (iii) the aggregate principal amount of such Indebtedness incurred pursuant to this clause (h) shall not exceed $25,000,000 at any time;

     (i) additional Indebtedness hereafter incurred by any Consolidated Party not otherwise permitted pursuant to this Section 10.2.3; provided that, (i) upon giving effect to the incurrence of such Indebtedness and to the concurrent retirement of any other Indebtedness of any Consolidated Party, on a Pro Forma Basis as of the most recent fiscal quarter end with respect to which Agent has received the Required Financial Information, the Obligors would be in compliance with the financial covenants set forth in Section 10.3.2 and (ii) the aggregate principal amount of such Indebtedness incurred pursuant to this clause (i) shall not exceed $5,000,000 at any time;

     (j) Indebtedness of a Consolidated Party in the form of completion guarantees and performance bonds and other similar obligations required in the Ordinary Course of Business in an aggregate principal amount not to exceed $2,000,000 at any time outstanding, excluding bonds posted to secure excise tax or sales tax payment obligations;

     (k) To the extent constituting Indebtedness, obligations of the Consolidated Parties (i) arising under any license for a proprietary refining process entered into by a Consolidated Party in connection with (1) the Shreveport Initiative or (2) otherwise in the Ordinary Course of Business (including, without limiting the generality of the foregoing, plant expansion, modification and optimization), (ii) in respect of leases (including any such lease constituting a Capital Lease) of catalyst necessary for the operation of the refinery assets of the Consolidated Parties in the Ordinary Course of Business and (iii) in respect of commodity leases (including any such commodity lease constituting a Capital Lease) for catalyst elements and necessary for the operation of the

refinery assets of the Consolidated Parties in the Ordinary Course of Business and not for the purposes of speculation; and

     (l) additional unsecured Indebtedness of the Consolidated Parties not otherwise permitted pursuant to this Section 10.2.3; provided that (i) the maturity date for such Indebtedness shall occur no earlier than the date six months after the Revolver Termination Date, (ii) the amount of such Indebtedness shall not amortize prior to, have any put or similar rights that may be exercised prior to, or have any required prepayments of principal prior to, the Revolver Termination Date, (iii) the terms of any such Indebtedness, taken as a whole, and of any agreement (including applicable covenants) entered into or in connection therewith are not materially less favorable to any Consolidated Party and are not more restrictive than the covenants or default provisions in the Loan Documents relating to any Consolidated Party, and in the case of any subordinated Indebtedness, the applicable subordination terms thereof shall be reasonably acceptable to the Agent, and (iv) 75% of the Net Cash Proceeds of such Indebtedness shall be applied to the repayment of the PP&E Obligations in accordance with the terms of Section 2.04(b)(iv) of the PP&E Credit Agreement as in effect on the Amendment No. 6 Effective Date.

     10.2.4 Fundamental Changes. Except in connection with an Excluded Disposition, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided that, notwithstanding the foregoing provisions of this Section 10.2.4 but subject to the terms of Sections 10.1.13 and 10.1.14, (a) the Company may merge or consolidate with any of its Subsidiaries provided that the Company shall be the continuing or surviving corporation, (b) any Obligor other than the Company or, after the MLP Conversion, the MLP Parent, may merge or consolidate with any other Obligor other than the Company or, after the MLP Conversion, the MLP Parent, (c) any Consolidated Party which is not an Obligor may be merged or consolidated with or into any Obligor provided that such Obligor shall be the continuing or surviving corporation, (d) any Consolidated Party which is not an Obligor may be merged or consolidated with or into any other Consolidated Party which is not an Obligor, (e) any Subsidiary may merge with any Person that is not an Obligor in connection with a Disposition permitted under Section 10.2.5, (f) the Company or any Subsidiary of the Company may merge with any Person other than a Consolidated Party in connection with a Permitted Acquisition provided that, if such transaction involves the Company, the Company shall be the continuing or surviving corporation, (g) any Wholly Owned Subsidiary of the Company may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect.

     10.2.5 Dispositions. Make any Disposition other than an Excluded Disposition unless (a) the consideration paid in connection therewith shall be in cash or Cash Equivalents, such payment to be contemporaneous with consummation of such transaction, and shall be in an amount not less than the fair market value of the Property

disposed of, (b) such transaction is not a Sale and Leaseback Transaction, (c) such transaction does not involve the sale or other disposition of a minority equity interest in any Consolidated Party, (d) such transaction does not involve a sale or other disposition of receivables other than receivables owned by or attributable to other Property concurrently being disposed of in a transaction otherwise permitted under this Section 10.2.5, (e) the aggregate fair market value of all operating assets sold or otherwise disposed of in all such transactions after the Amendment No. 6 Effective Date shall not exceed (1) in respect of any single Disposition, $10,000,000, and with respect to all such Dispositions in any fiscal year, $20,000,000 in any fiscal year, (f) no later than five (5) Business Days prior to any such Disposition, the Borrower Agent shall have delivered to Agent a certificate of a Senior Officer of the Borrower Agent or its general partner specifying the anticipated date of such Disposition, briefly describing the assets to be sold or otherwise disposed of and setting forth the fair market value of such assets and the aggregate consideration and the Net Cash Proceeds to be received for such assets in connection with such Disposition, and (g) the Obligors shall remit the Net Cash Proceeds of any Disposition of Priority Collateral to Agent for deposit into the Springing Dominion Account of the applicable Obligors. Notwithstanding any other provision of this Agreement to the contrary, the Obligors shall not sell, lease, license, transfer or otherwise dispose of (i) any Refinery Property as a whole or (ii) any Material Operating Unit (it being understood that this sentence shall not prohibit the sale, lease, license, transfer or other disposition, in accordance with the foregoing provisions of this Section 10.2.5, of any operating unit that is at any time a Material Operating Unit but that is subsequently (i) deemed by the management of the Consolidated Parties to no longer be a Material Operating Unit and (ii) decommissioned or idled and is no longer used in the business of the Consolidated Parties).

     10.2.6 Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that:

     (a) each Subsidiary of the MLP Parent may, and may incur obligations to, make Restricted Payments (directly or indirectly) to the MLP Parent or any other Subsidiary of the MLP Parent that is an Obligor;

     (b) each Consolidated Party may, and may incur obligations to, declare and make Restricted Payments payable solely in the Equity Interests of such Person;

     (c) the MLP Parent or any Subsidiary thereof may, and may incur obligations to, make offsets against and acquisitions of Equity Interests of the MLP Parent in satisfaction of customary indemnification and purchase price adjustment obligations owed to the MLP Parent or its Subsidiaries under acquisition arrangements in which Equity Interests of the MLP Parent were issued as consideration for the Acquisition, provided that the only consideration exchanged by any Consolidated Party in connection with any such Acquisition is

the relief, satisfaction or waiver of claims of such Consolidated Party under such acquisition arrangements;

     (d) so long as (A) no Default or Event of Default shall have occurred and be continuing at the time of any action described below or would result therefrom, (B) not less than five Business Days prior to the date of such Restricted Payment, the Borrower Agent shall have delivered to Agent a Pro Forma Compliance Certificate demonstrating that immediately after giving effect to any such Restricted Payment, on a Pro Forma Basis as of the most recent fiscal quarter end with respect to which Agent has received the Required Financial Information, the Obligors would be in compliance with the financial covenant set forth in Section 10.3.2, and (C) immediately after giving effect to such Restricted Payment, the sum of (1) cash on hand in Dominion Accounts of the Obligors (other than the PP&E Proceeds Account) plus (2) Availability shall be greater than $35 million:

     (i) the MLP Parent may, and may incur obligations to, purchase, redeem or otherwise acquire its Equity Interests with the proceeds received from the substantially concurrent issue of new units of the Equity Interests of the MLP Parent;

     (ii) the MLP Parent may, and may incur obligations to, make Restricted Payments to its general and limited partners to be used by such Person (or, if applicable, distributed by such Person to its respective partners or members) to pay consolidated, combined or similar Federal, state and local Taxes payable by any such Person and directly attributable to (or arising as a result of) the operations of the MLP Parent and its Subsidiaries;

     (iii) the MLP Parent may, and may incur obligations to, make Restricted Payments to the MLP General Partner to (1) reimburse the MLP General Partner for reasonable and customary administrative or operating expenses of the MLP Parent incurred by the MLP General Partner, and (2) permit the MLP General Partner to pay franchise fees or similar Taxes and fees required to maintain its existence;

     (iv) the MLP Parent may, and may incur obligations to,

     purchase, repurchase, retire or otherwise acquire or retire for value units of its Equity Interests (x) held by any present or former director, officer, member of management or employee of any Obligor, or any Subsidiary of any Obligor, in accordance with repurchase rights or obligations established in connection with such Equity Interests, and (y) pursuant to the terms of any incentive, benefit, compensation, employee or restricted equity interest purchase plan, equity interests option plan or other employee benefit or equity based compensation plan established by

the MLP Parent or any other Obligor; provided that the aggregate amount of all such Restricted Payments made pursuant to this Section 10.2.6(b)(iv) shall not exceed $15,000,000 in any fiscal year;

     (v) the MLP Parent may, and may incur obligations to, make Restricted Payments consisting of the cashless exercise of options or warrants in connection with customary and reasonable employee compensation, incentive, or other benefit programs; and

     (vi) the MLP Parent may, and may incur obligations to, make other Restricted Payments not otherwise permitted above; provided that (A) not less than five Business Days prior to the date of such Restricted Payment, the Borrower Agent shall have delivered to Agent a Pro Forma Compliance Certificate demonstrating that immediately after giving effect to any such Restricted Payment, on a Pro Forma Basis as of the most recent fiscal quarter end with respect to which Agent has received the Required Financial Information, the Obligors would be in compliance with the financial covenant set forth in Section 10.3.2, and (B) immediately after giving effect to such Restricted Payment, the sum of (1) cash on hand in Dominion Accounts of the Obligors (other than the PP&E Proceeds Account) plus (2) Availability shall be greater than $35 million immediately after giving effect to the making of such Restricted Payment.

     10.2.7 Change in Nature of Business; Name, Etc. (a) Engage in any line of business different from those lines of business conducted by the Consolidated Parties taken as a whole on the date hereof or any business substantially related or incidental thereto, or (b) change its name or conduct business under any fictitious name; or change its tax, charter or other organizational identification number, or form or state of organization, unless, in the case of a name change, the Borrower Agent first provides Agent at least 30 days prior written notice of such change or fictitious name.

     10.2.8 Transactions with Affiliates and Insiders. Enter into or permit to exist any transaction or series of transactions with any officer, director or Affiliate of such Person other than (a) advances of working capital to any Obligor, (b) transfers of cash and assets to any Obligor, (c) intercompany transactions expressly permitted by Section 10.2.2, Section 10.2.3, Section 10.2.4, Section 10.2.5 or Section 10.2.6, (including, distributions to the MLP General Partner permitted under Section 10.2.6(b)(v)(B) to reimburse the MLP General Partner for administrative and operating expenses of the MLP Parent incurred by the MLP General Partner) (d) normal compensation and reimbursement of expenses of officers and directors, and (e) except as otherwise specifically limited in this Agreement, other transactions which are entered into in the Ordinary Course of Business of such Person on terms and conditions substantially as favorable to such Person as would be obtainable by it in a comparable arms-length transaction with a Person other than an officer, director or Affiliate.

     10.2.9 Burdensome Agreements. (a) Enter into any Contractual Obligation that encumbers or restricts the ability of any such Person to (i) pay dividends or make any other distributions to any Obligor on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Obligor, (iii) make loans or advances to any Obligor, (iv) sell, lease or transfer any of its Property to any Obligor or (v) except in respect of any Consolidated Party which is not an Obligor, (A) pledge its Property (other than Excluded Property) pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (B) act as an Obligor pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Documents, (2) any PP&E Loan Document as in effect on the Amendment No. 6 Effective Date, (3) any document or instrument governing Indebtedness incurred pursuant to Section 10.2.3(e), provided that any such restriction contained therein relates only to the asset or assets constructed, acquired or financed in connection therewith, (4) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (5) restrictions or conditions imposed by leases or licenses otherwise permitted hereunder, if such restrictions or conditions apply only to the leased or licensed property, or to customary provisions in leases, licenses and other contracts otherwise permitted hereunder restricting the assignment thereof; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (6) customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 10.2.5 pending the consummation of such sale, and (7) restrictions and conditions contained in credit agreements and other financial accommodations executed by Foreign Subsidiaries which Indebtedness is otherwise permitted hereunder.

     (b) Enter into any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its Property in favor of Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such Property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 10.2.3(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 10.2.5, pending the consummation of such sale.

     10.2.10 Use of Proceeds. Use the proceeds of any Loan, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness

originally incurred for such purpose or in any other manner not contemplated in Section 2.1.3.

     10.2.11 Consolidated Capital Expenditures.

     Permit Consolidated Capital Expenditures for any fiscal year to exceed an amount equal to the sum of (a) the Net Cash Proceeds of any equity offering by the MLP Parent consummated after the Amendment No. 6 Effective Date (provided that such amounts have not previously (i) served as the basis for allowing any other capital expenditures made pursuant to this Section 10.2.11 or any Acquisition pursuant to Section 10.2.2(h) or (ii) been applied to fund the purchase price of, and related expenses incurred in connection with, the Proposed Acquisition), plus (b) $75,000,000; plus (c) growth or maintenance capital expenditures made in connection with the Shreveport Initiatives; provided that (i) with respect to all such capital expenditures made pursuant to this Section 10.2.11, the applicable Property acquired by the Consolidated Parties in connection with any such capital expenditures shall constitute Collateral and (ii) the Agent shall have received all items in respect of the Property acquired in connection with such capital expenditures required to be delivered by the terms of Section 10.1.14). To the extent that any portion of the Consolidated Capital Expenditures limitation (determined without giving effect to this sentence) is not used during any fiscal year, such unused available amount may be carried forward and used during the next fiscal year only; provided further, however, that with respect to any fiscal year, Consolidated Capital Expenditures made during such fiscal year shall be deemed to be made first with respect to the applicable limitation for such fiscal year and then with respect to any carry-forward from the immediately preceding fiscal year.

     10.2.12 Prepayment of Other Indebtedness, Amendment of Documents, Etc. Permit any Consolidated Party to:

     (a) if any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, or, with respect to clause (ii) hereof, after giving effect to any such payment, prepayment (excluding any mandatory prepayment of the proceeds of dispositions of PP&E Priority Collateral or debt issuances required by Section 2.04(b)(iii) or (iv) of the PP&E Credit Agreement, respectively), redemption, acquisition for value, refund, refinance or exchange on a pro forma basis, Availability would be less than $40,000,000, (i) amend or modify any of the terms of any Indebtedness of such Consolidated Party (other than Indebtedness under the Loan Documents or the PP&E Loan Documents) if such amendment or modification would add or change any terms in a manner adverse to such Consolidated Party, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto, or (ii) make (or give any notice with respect thereto) any voluntary, optional or other non-scheduled payment, prepayment (including any excess cash flow sweeps of Borrowed Money), redemption, acquisition for value (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or

exchange of any Indebtedness of such Consolidated Party (other than (A) Indebtedness under the Loan Documents or (B) purchase money Indebtedness permitted under Section 10.2.3(e) hereof if (and only if) the required prepayment involves the mandatory application of the proceeds of the Property securing such purchase money Indebtedness) (in each case, whether or not mandatory);

     (b) Amend, replace, refinance, refund, restructure, amend, supplement, extend or otherwise modify the PP&E Credit Agreement:

     (i) to violate the provisions of the Intercreditor Agreement; or

     (ii) to increase the then outstanding aggregate principal amount of the loans, reimbursement obligations with respect to letters of credit and similar obligations under the PP&E Credit Agreement, including all amounts constituting “Secured Obligations” as defined in PP&E Security Agreement to an amount that would exceed the PP&E Cap Amount.

     (c) Notwithstanding subsection (a) of this Section 10.2.12, make any payment in respect of Subordinated Indebtedness in violation of the relevant subordination provisions;

     (d) Notwithstanding subsection (a) of this Section 10.2.12, make any payment or prepayment of principal of, or premium or interest on, any Indebtedness owed to any of the Existing Partners or any of their respective Affiliates (other than such Affiliates that are not Obligors); or

     (e) without the prior written consent of Agent, (i) amend, modify, cancel or terminate or permit the amendment, modification, cancellation or termination of any Material Contract, other than in the Consolidated Parties’ Ordinary Course of Business (unless an Event of Default has occurred and is continuing) or (ii) after the occurrence and during the continuation of an Event of Default, permit the amendment, modification, cancellation or termination of any customer contract.

     10.2.13 Organization Documents; Fiscal Year; Accounting Practices. Permit any Consolidated Party to (a) amend, modify or change its Organization Documents in a manner adverse to the interests of Agent or the Lenders; (b) change its fiscal year; or (c) make any material change in accounting treatment or reporting practices, except as required by GAAP and in accordance with Section 1.2;

     10.2.14 Ownership of Subsidiaries. Notwithstanding any other provisions of this Agreement to the contrary, permit any Consolidated Party to (a) permit any Person other than (i) the MLP Parent to own any Equity Interests of the General Partner or the Limited Partner, (ii) the MLP Parent, the General Partner and the Limited Partner to own any Equity Interests of the Company, or (iii) the Company or any Wholly Owned Subsidiary of the Company to own any Equity Interests of any Subsidiary of the Company, except in

each case to qualify directors where required by Applicable Law or to satisfy other requirements of Applicable Law with respect to the ownership of Equity Interests of Foreign Subsidiaries or (ii) as a result of or in connection with a dissolution, merger, consolidation or disposition of a Subsidiary not prohibited by Section 10.2.13 or Section 10.2.14, (b) permit any Subsidiary to issue or have outstanding any shares of preferred Equity Interests or (c) permit, create, incur, assume or suffer to exist any Lien on any Equity Interests of any Subsidiary, except for Permitted Liens.

     10.2.15 Tax Consolidation. File or consent to the filing of any consolidated income tax return with any Person other than the Consolidated Parties.

     10.2.16 Payables Practices. Change its historical accounts payable practices from those in effect on the Closing Date, unless, with respect to a change related to a liquidity problem of a Borrower, it has notified Agent in writing of the reason for any material change which could reasonably be deemed to be an indication of a liquidity problem for such Person.

     10.2.17 Amendment of Related Documents. (a) Cancel or terminate any Related Document or consent to or accept any cancellation or termination thereof, (b) amend, modify or change in any manner any term or condition of any Related Document or give any consent, waiver or approval thereunder, (c) waive any default under or any breach of any term or condition of any Related Document, or (d) take any other action in connection with any Related Document, in each case if such action would materially impair the value of the interest or rights of any Obligor thereunder or would materially impair the rights or interests of the Agent or any Lender.

     10.3 Financial Covenants. For so long as any Commitments or Obligations are outstanding, the Consolidated Parties shall:

     10.3.1 Fixed Charge Coverage Ratio. At all times after Availability falls below $35,000,000, maintain as of the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending immediately prior to the Fiscal Quarter during which Availability falls below the threshold stated above) a Fixed Charge Coverage Ratio of at least 1.0 to 1.0; provided, that if after Availability falls below $35,000,000, Availability subsequently exceeds $40,000,000 for ninety (90) consecutive days, then the Consolidated Parties shall not be required to maintain the Fixed Charge Coverage ratio set forth above until such time as Availability subsequently falls below $35,000,000; provided, further that the immediately preceding proviso shall only apply to the first such time that Availability so exceeds $40,000,000 for ninety (90) consecutive days.

     10.3.2 Consolidated Leverage Ratio. Maintain as of the end of each Fiscal Quarter a Consolidated Leverage Ratio (commencing with the Fiscal Quarter ending March 31, 2008) of no more than (i) for any fiscal quarter ending during the period from the Amendment No. 6 Effective Date to and including March 31, 2009, 4.00 to 1.00 and (ii) for any fiscal quarter ending on or after June 30, 2009, 3.75 to 1.00.

Section 11 EVENTS OF DEFAULT; REMEDIES ON DEFAULT

     11.1 Events of Default. Each of the following shall be an “Event of Default” hereunder, if the same shall occur for any reason whatsoever, whether voluntary or involuntary, by operation of law or otherwise:

     (a) Non-Payment. Any Borrower or any other Obligor fails to pay when and as required to be paid (whether at stated maturity, on demand, upon acceleration or otherwise) any Obligation; or

     (b) Specific Covenants. Any Obligor fails to perform or observe any term, covenant or agreement contained in any of Section 8.1, 8.2.4, 8.2.5, 8.6.2, 10.1.1, 10.1.2, 10.1.3, 10.1.5, 10.1.10, 10.1.11, 10.1.13, 10.1.14, 10.2 or 10.3, or any Guarantor fails to perform or observe any term, covenant or agreement contained in the applicable Guaranty; or

     (c) Other Defaults. Any Obligor fails to perform or observe any other covenant or agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for 15 days after a Senior Officer of such Obligor or the general partner of such Obligor has knowledge thereof or receives written notice thereof from Agent, whichever is sooner; provided, however, that such notice and opportunity to cure shall not apply if the breach or failure to perform is not capable of being cured within such period or is a willful breach by an Obligor; or

     (d) Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of any Borrower or any other Obligor herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading when made or deemed made; or